SASOL FINANCING USA LLC ANNOUNCES EARLY RESULTS OF CASH TENDER OFFER FOR OUTSTANDING DEBT SECURITIES

Rhea-AI Summary

Sasol Financing USA LLC (NYSE: SSL) announced early results of a capped tender offer to buy up to $333,796,000 of its 8.750% notes due 2029. Holders validly tendered $533,268,000; the company expects to accept up to the capped amount and settle on April 30, 2026.

The Total Consideration for accepted notes is $1,052.50 per $1,000 (including a $30 early tender premium). Payment is expected to be funded with proceeds from a $750,000,000 senior notes issuance due 2033.

Positive

• $333,796,000 maximum principal expected to be repurchased
• Transaction funded by $750,000,000 senior notes due 2033 issued April 10, 2026
• $30 early tender premium included in $1,052.50 total consideration per $1,000

Negative

• Valid tenders of $533,268,000 exceed cap, causing prorated acceptances
• Company does not expect to accept notes tendered after the early tender date

News Market Reaction – SSL

-1.39%

-1.39% Session close to close

In the Apr 14 session, SSL declined 1.39%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details strong early participation in Sasol’s capped tender offer for its 8.750% n...

Analysis

This announcement details strong early participation in Sasol’s capped tender offer for its 8.750% notes due 2029, with $533,268,000 tendered against a cap of $333,796,000. It advances a broader liability management cycle that included prior tender offers and a new $750,000,000 2033 notes issue. Investors may watch execution on the April 30 settlement, future debt reductions, and how these actions interact with earnings trends and net debt levels reported previously.

Key Figures

Capped Maximum Amount: $333,796,000 2029 Notes Outstanding: $1,000,000,000 Tendered 2029 Notes: $533,268,000 +5 more

8 metrics

Capped Maximum Amount $333,796,000 Maximum aggregate principal of 8.750% 2029 notes to be purchased

2029 Notes Outstanding $1,000,000,000 Principal amount outstanding as of the commencement date

Tendered 2029 Notes $533,268,000 Aggregate principal validly tendered by the Early Tender Date

Expected Accepted 2029 Notes $333,796,000 Aggregate principal expected to be accepted for purchase

Total Consideration $1,052.50 per $1,000 Total consideration per $1,000 principal for 2029 notes including premium

Early Tender Premium $30.00 per $1,000 Additional amount for notes tendered by the Early Tender Date

New 2033 Notes $750,000,000 Senior notes due 2033 used to fund the tender offer

Coupon 2029 Notes 8.750% Interest rate on the notes targeted by the capped tender offer

Historical Context

5 past events · Latest: Apr 10 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 10	Capped amount set	Positive	+5.5%	Set capped maximum for 2029 tender and confirmed 2033 notes financing completion.
Apr 07	Tender results 2028s	Positive	+9.0%	Reported strong uptake in Any and All tender for 6.500% 2028 notes.
Apr 01	2033 notes issuance	Positive	-6.8%	Priced US$750M 8.750% 2033 senior notes to refinance debt.
Mar 30	Tender offers launch	Positive	+3.1%	Commenced tender offers for 2028 and 2029 notes alongside new 2033 notes plan.
Feb 23	H1 FY26 earnings	Negative	+0.3%	Reported lower EBITDA, EBIT and HEPS with no interim dividend declared.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent debt tender and refinancing announcements often coincided with positive price moves, while weaker earnings saw only a mild positive reaction.

Recent Company History

Over the past two months, Sasol has focused on liability management: launching tender offers for 2028 and 2029 notes, setting a capped amount of $333,796,000 for 2029s, and issuing $750,000,000 of 8.750% senior notes due 2033. These steps followed H1 FY26 results showing declines in Adjusted EBITDA and HEPS but improved free cash flow and reduced capex. Today’s early tender results further progress this refinancing cycle by confirming strong participation in the 2029 notes offer.

Key Terms

tender offer, capped tender offer, cusip, isin, +4 more

8 terms

tender offer financial

"announced today the early tender results of its previously announced tender offer"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

capped tender offer financial

"tender offer (the "Capped Tender Offer") to purchase for cash up to $333,796,000"

A capped tender offer is a public proposal by an investor, company, or bidder to buy a fixed maximum number of shares at a stated price; once that cap is reached, no more shares will be purchased. Think of it like an offer to buy a limited number of concert tickets at a set price — if more people want to sell than the cap allows, sellers receive payment proportionally rather than in full. It matters to investors because it creates a time-limited chance to sell at a known price, can support or depress a stock’s market value, and can influence control or ownership stakes.

cusip financial

"Title of Security | CUSIP/ ISIN Number | Principal Amount Outstanding"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

isin financial

"Title of Security | CUSIP/ ISIN Number | Principal Amount Outstanding"

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

View in glossary

accrued interest financial

"(2) Does not include Accrued Interest, which will also be payable as provided"

Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.

early tender premium financial

"include an early tender premium of $30.00 per $1,000 principal amount"

An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.

regulation s regulatory

"Regulation S - U8035U AC6 / USU8035UAC63"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

mifid ii regulatory

"retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II")"

MiFID II is a set of rules in Europe that aims to make financial markets more transparent and fair. It requires banks and investment firms to clearly explain their services and costs to clients, helping people make better-informed decisions when investing their money.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL

JOHANNESBURG, April 14, 2026 /PRNewswire/ -- Sasol Financing USA LLC (NYSE: SSL) ("Sasol" or the "Company") announced today the early tender results of its previously announced tender offer (the "Capped Tender Offer") to purchase for cash up to $333,796,000 aggregate principal amount (the "Capped Maximum Amount") of its 8.750% notes due 2029 (the "2029 Notes"). The Capped Tender Offer is being made pursuant to the terms and conditions set forth in the Offer to Purchase dated March 30, 2026 (the "Offer to Purchase"). The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Capped Tender Offer. Unless otherwise defined herein, terms defined in the Offer to Purchase (as defined below) are used herein as therein defined.

As of 5:00 p.m., New York City time, on April 13, 2026 (such date and time, the "Early Tender Date"), according to information provided to Kroll Issuer Services Limited, the tender agent for the Capped Tender Offer, the aggregate principal amount of the 2029 Notes listed in the table below has been validly tendered and not validly withdrawn. Withdrawal rights for the 2029 Notes will expire at 5:00 p.m., New York City time, April 28, 2026, unless extended by the Company in its sole discretion. 

					Dollars per $1,000 Principal Amount of 2029 Notes(2)
Title of Security	CUSIP/ ISIN Number	Principal Amount Outstanding(1)	Aggregate Principal Amount of 2029 Notes Validly Tendered	Aggregate Principal Amount of 2029 Notes Expected to be Accepted for Purchase (4)	Capped Tender Offer Consideration	Early Tender Premium	Total Consideration(3)	Listing Venue
8.750% notes due 2029	144A – 80386W AF2 / US80386WAF23	$1,000,000,000	$533,268,000	$333,796,000	$1,022.50	$30.00	$1,052.50(3)	Frankfurt Stock Exchange Open Market  (Freiverkehr)
	Regulation S - U8035U AC6 / USU8035UAC63
(1)           Principal amount outstanding as of the Commencement Date. (2)           Does not include Accrued Interest, which will also be payable as provided herein. (3)           Includes the Early Tender Premium (as defined in the Offer to Purchase). (4)           Principal amount expected to be accepted for purchase, subject to exercise of withdrawal rights by holders.

 

Subject to the satisfaction or waiver of the conditions to the Capped Tender Offer, the Company expects to accept for purchase all 2029 Notes that were validly tendered at or prior to the Early Tender Date up to the Capped Maximum Amount. The Company expects to make payment for the accepted 2029 Notes on April 30, 2026 (the "Capped Tender Offer Settlement Date"). The Company intends to fund the purchase of validly tendered and accepted 2029 Notes on the Capped Tender Offer Settlement Date with the net proceeds from its $750,000,000 senior notes due 2033 issued on April 10, 2026.

The Capped Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on April 28, 2026. However, because the aggregate principal amount of 2029 Notes validly tendered as of the Early Tender Date exceeds the Capped Maximum Amount, the Company does not expect to accept any 2029 Notes tendered after the Early Tender Date.

The consideration to be paid for the 2029 Notes validly tendered and not validly withdrawn per $1,000 principal amount of such 2029 Notes validly tendered and accepted for purchase pursuant to the Capped Tender Offer is the amount set forth in the table above under the heading "Total Consideration." The amounts set forth in the table above under "Total Consideration" include an early tender premium of $30.00 per $1,000 principal amount of 2029 Notes accepted for purchase (the "Early Tender Premium"). Each holder who validly tendered and did not validly withdraw its 2029 Notes at or prior to the Early Tender Date and whose 2029 Notes are accepted for purchase will be entitled to receive the applicable "Total Consideration" set forth in the table above under the heading "Total Consideration," which includes the Early Tender Premium, on a prorated basis if applicable. All holders of 2029 Notes accepted for purchase will also receive accrued interest from, and including, the most recent applicable interest payment date preceding the Capped Tender Offer Settlement Date to, but not including, the Capped Tender Offer Settlement Date, if and when such 2029 Notes are accepted for payment.

INFORMATION RELATING TO THE CAPPED TENDER OFFER

The complete terms and conditions of the Capped Tender Offer are set forth in the Offer to Purchase. Investors with questions regarding the terms and conditions of the Capped Tender Offer may contact J.P. Morgan Securities plc at +44 20 2468 or by email to em_europe_lm@jpmorgan.com (Attention: Liability Management) and MUFG Securities EMEA plc at +44 20 7577 1374 or by email to Hybrids.LM@int.sc.mufg.jp (Attention: Liability Management Group).

Kroll Issuer Services Limited is the tender agent for the Capped Tender Offer. Any questions regarding procedures for tendering 2029 Notes or request for copies of the Offer to Purchase should be directed to Kroll Issuer Services Limited by any of the following means: by telephone at +44 20 7704 0880; by email at sasol@is.kroll.com; or by internet at the following web address: https://deals.is.kroll.com/sasol.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the 2029 Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Capped Tender Offer is being made solely pursuant to the Offer to Purchase made available to holders of the 2029 Notes. Further, nothing contained herein shall constitute an offer to sell or a solicitation of an offer to buy any debt securities that are the subject of the Debt Financing. None of the Company or its affiliates, their respective boards of directors, the dealer managers, the tender agent or the trustee with respect to the 2029 Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their 2029 Notes in response to the Capped Tender Offer. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender 2029 Notes in the Capped Tender Offer, and, if so, the principal amount of 2029 Notes to tender.

This document and any documents detailing the investment or investment activity to which this announcement relates are for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 43(2) ("members and creditors of certain bodies corporate") of the Financial Promotion Order, (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.  Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This tender offer is not intended to be offered or otherwise made available to and should not be offered or otherwise made available to any retail investor in any member state of the EEA in circumstances in which this tender offer is restricted to non-retail investors. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

ABOUT SASOL

A global chemicals and energy company, Sasol harnesses its knowledge and over 75 years' experience in the production and marketing of chemicals and fuels to integrate sophisticated technologies and processes into world-scale operating facilities, striving to safely and sustainably source, produce and market a range of high-quality products globally. Additional information can be found on the Company's website at https://www.sasol.com/ or at the Company's address below:

Sasol Financing USA LLC
12120 Wickchester Lane
Houston, Texas 77079
United States of America

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified through the inclusion of words such as "aim", "anticipate", "believe", "drive", "estimate", "expect", "expressed confidence", "forecast", "future", "goal", "guidance", "intend", "may", "objective", "outlook", "plan", "position", "potential", "project", "seek", "should", "strategy", "target", "will" or variations of such words and other similar expressions. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections and other forward-looking statements will not be achieved. If one or more of these risks materialize, or should underlying assumptions prove incorrect, our actual results may differ materially from those anticipated in such forward-looking statements. You should understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include among others, and without limitation:

• the outcome in pending and developing regulatory matters and the effect of changes in regulation and government policy;
• the political, social and fiscal regime and economic conditions and developments in the world, especially in those countries in which we operate;
• the outcome of legal proceedings including tax litigation and assessments;
• our ability to maintain key customer relations in important markets;
• our ability to improve results despite increased levels of competition;
• our ability to exploit our oil, gas and coal reserves as anticipated;       
• the continuation of substantial growth in significant developing markets;
• the ability to benefit from our capital investment program;
• the accuracy of our assumptions in assessing the economic viability of our large capital projects and growth in significant developing areas of our business;
• the ability to gain access to sufficient competitively priced gas, oil and coal reserves and other commodities;
• the impact of environmental legislation and regulation on our operations and access to natural resources;
• our success in continuing technological innovation;
• the success of our Broad Based Black Economic Empowerment ownership transaction;
• our ability to maintain sustainable earnings despite fluctuations in oil, gas and commodity prices, foreign currency exchange rates and interest rates;
• our ability to maintain sufficient levels of cash at all times;
• our ability to attract and retain sufficient skilled employees;
• the impact of the imposition of tariffs, sanctions, and trade restrictions in the countries we operate, or targeting the countries in which we operate;
• our ability to consummate the Tender Offers or the Debt Financing on the anticipated terms, if at all; and
• our success at managing the foregoing risks.

For further discussion of factors that could cause one or more of these future events or results not to occur as implied by any forward-looking statement, see "Risk Factors" in our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") and any subsequent current report on Form 6-K that we file, available from the SEC's website. Sasol undertakes no duty to publicly update or revise any forward-looking statements.

Contact: sasol@is.kroll.com 

View original content:https://www.prnewswire.com/news-releases/sasol-financing-usa-llc-announces-early-results-of-cash-tender-offer-for-outstanding-debt-securities-302741716.html

SOURCE Sasol Financing USA LLC

FAQ

How much of the 8.750% notes due 2029 will Sasol (SSL) buy in the capped tender offer?

Sasol expects to accept up to $333,796,000 aggregate principal amount of 2029 notes for purchase. According to the company, valid tenders totaled $533,268,000, so accepted notes will be capped and prorated if necessary.

What total cash consideration will holders receive for accepted SSL 2029 notes and when will payment occur?

Holders accepted for purchase will receive $1,052.50 per $1,000 principal, including a $30 early tender premium. According to the company, payment is expected on April 30, 2026, plus accrued interest to the settlement date.

How is Sasol funding the cash needed for the SSL capped tender offer for 2029 notes?

Sasol intends to fund the purchase with net proceeds from a $750,000,000 senior notes issuance due 2033. According to the company, those 2033 notes were issued on April 10, 2026 to finance the tender.

Will Sasol accept 2029 notes tendered after the early tender date in the SSL offer?

The company does not expect to accept any 2029 notes tendered after the early tender date since valid tenders exceeded the capped amount. According to the company, the offer remains scheduled to expire on April 28, 2026.

What happens if more SSL 2029 notes are tendered than Sasol can accept in the capped tender offer?

If valid tenders exceed the capped maximum, accepted notes will be purchased on a prorated basis up to the cap. According to the company, holders who tendered early and are accepted will receive the early tender premium pro rata.