INEOS Quattro announces launch of offering of Senior Secured Notes due 2026 and Senior Notes due 2026
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS PRESS RELEASE.
INEOS QUATTRO ANNOUNCES LAUNCH OF OFFERING OF SENIOR SECURED NOTES due 2026 AND SENIOR NOTES DUE 2026
LYNDHURST – January 15, 2021
INEOS Quattro Holdings Limited (formerly, INEOS Styrolution Holding Limited) today announced that its indirect wholly owned subsidiary, INEOS Quattro Finance 2 Plc, and its direct wholly owned subsidiary INEOS Quattro Finance 1 Plc (together, the “Issuers”), have launched an offering (the “Offering”) of euro and U.S. dollar-denominated senior secured notes due 2026 (the “Senior Secured Notes”) and euro and U.S. dollar-denominated senior notes due 2026 (the “Senior Notes” and, together with the Senior Secured Notes, the “Notes”) in order to raise, in combination with additional term loan borrowings announced on January 11, 2021 (the “TLB Financing”, and together with the Offering, the “Financing”), an aggregate principal amount of approximately €4,600,000,000 (equivalent), of which the TLB Financing is expected to constitute approximately €2,600,000,000 (equivalent). The Issuers intend to use the proceeds from the Financing, together with approximately €300,000,000 of cash on hand, to (i) repay the amounts outstanding under a bridge credit facility entered into in connection with the acquisition (the “Aromatics and Acetyls Acquisition”) of the Aromatics and Acetyls Businesses of BP plc (the “Aromatics and Acetyls Businesses”), which closed (concurrently with the contribution of INOVYN Limited) on December 31, 2020, (ii) repay the amounts outstanding under the term loan facility of INOVYN Finance plc, (iii) indirectly fund $1,000,000,000 of deferred consideration for the Aromatics and Acetyls Acquisition and (iv) pay certain related fees and expenses (collectively, the “Transactions”).
There can be no assurance that the Transactions will be completed.
For further information, please contact:
Head of Group Treasury & Investor Relations
Phone: +49 69 509550 1168
The Offering is being made by means of an offering memorandum. This press release is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act. The Notes will be offered in a private offering exempt from the registration requirements of the Securities Act and will accordingly be offered only to: (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act and (ii) certain persons outside the United States in compliance with Regulation S under the Securities Act.
This communication is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) by a person authorized under the FSMA. Accordingly, this communication is only being distributed to and is only directed at 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 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) 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”). Accordingly, by accepting this communication, the recipient warrants and acknowledges that it is such a Relevant Person. This communication is directed only at Relevant Persons and must not be acted or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not take any action based upon this communication and should not rely on it.
The target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended. No key information document required by Regulation (EU) No 1286/2014, as amended, for offering or selling the Notes or otherwise making them available to retail investors in the European Economic Area has been prepared. No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal Agreement) Act 2020 for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared.
This press release is not intended to constitute an offer or solicitation to purchase or invest in the Notes. The Notes will not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and will not be admitted to any trading venue (exchange or multilateral trading facility) in Switzerland.
Forward Looking Statements
This press release includes “forward-looking statements,” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and the securities laws of certain other jurisdictions, based on our current expectations and projections about future events, including: our ability to successfully integrate the Aromatics and Acetyls Businesses; our ability to realize anticipated revenue and cost synergies and benefit from anticipated opportunities or experience growth from the Aromatics and Acetyls Acquisition and the contribution of INOVYN Limited (collectively, the “Acquisitions”); our relationship with our joint ventures; our dependence on BP p.l.c. and its consolidated subsidiaries and certain of our joint ventures to supply methanol for our Acetyls business; our reliance on transitional support services following the Acquisitions; difficulties in providing financial information representative of the results of operations of the Aromatics and Acetyls Businesses; the consummation of the Acquisitions; raw material availability and costs, as well as energy and supply arrangements, including arrangements with principal feedstock suppliers; outbreaks of disease; operational hazards and risks, including the risk of accidents or other incidents that result in environmental contamination or personal injuries; the substitutability of other products for our products and regulatory initiatives that may create incentives for the use of substitute products; the highly competitive nature of our principal industries; the cyclical nature of our industries and their sensitivity to changes in capacity, demand and global economic factors; business interruption risks resulting from the actions of third parties; demand levels in emerging markets and the ability of local producers to satisfy such demand; our and our customers’ ability to borrow or raise capital; our ability to maintain key customer relationships; political, economic and legal risks associated with doing business in emerging markets; current or future environmental requirements, including those related to waste management and air emissions, and the related costs of maintaining compliance and addressing liabilities; government regulations and/or public perceptions regarding our products, including those that relate to the potential classification of styrene as a carcinogen; existing and proposed government regulations to address climate change by reducing greenhouse gas emissions; the adequacy of our insurance coverage; currency fluctuations and economic downturns in the countries in which we operate; our ability to implement our business, cost control and growth strategies; our ability to keep up with technological innovation and the increasing trend toward digitalization of our industry; our ability to maintain an effective system of internal controls; risks related to the destruction or ineffectiveness or obsolescence of our information systems; risks related to cyber security; our ability to attract and retain key personnel; our ability to consummate future acquisitions or achieve expected synergies from consummated acquisitions, including the Acquisitions; the enforceability and validity of our intellectual property rights and the confidentiality of our proprietary information and trade secrets; risks related to litigation and other proceedings, including product liability claims; changes in tax laws or increases in tax authorities’ scrutiny of transactions; our ability to make necessary contributions to pension plans; relationships with our workforce; withdrawal of the United Kingdom from the European Union; the interests of our controlling shareholder and our substantial indebtedness following the consummation of the Transactions, which may affect our ability to service our outstanding indebtedness and operate our business. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein.
All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding our future financial position, risks and uncertainties related to our business, strategy, capital expenditures, projected costs and our plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “risk,” “should,” “will” and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. In addition, from time to time we or our representatives, acting in respect of information provided by us, have made or may make forward-looking statements orally or in writing and these forward-looking statements may be included in but are not limited to press releases (including on our website), reports to our security holders and other communications.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.