NOVA Chemicals Corporation Announces Cash Tender Offer for its 4.875% Senior Notes Due 2024
Calgary, AB (November 8, 2023) – NOVA Chemicals Corporation (“NOVA Chemicals”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for up to $400.0 million in aggregate principal amount, and as such aggregate principal amount may be increased or decreased by NOVA Chemicals, the “Aggregate Maximum Principal Amount”) of its 4.875% Senior Notes due 2024 (the “Notes”). The Tender Offer is being made in connection with a concurrent offering of notes by NOVA Chemicals to be sold in an offering (the “New Offering”) exempt from the registration requirements of the U.S. Securities Act of 1933, as amended. The Tender Offer will be financed by the amounts raised in the New Offering (net of transaction fees and expenses), and the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including the completion of the New Offering, on terms satisfactory to Nova Chemicals, raising proceeds sufficient to finance the Tender Offer (as further described in the Offer to Purchase, the “Financing Condition”).
The Tender Offer is being made pursuant to an Offer to Purchase, dated November 8, 2023 (as may be amended or supplemented from time to time, the “Offer to Purchase”).
Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.
(1) Per $1,000 principal amount of Notes accepted for purchase.
(2) Excludes Accrued Interest, which will be paid in addition to the Tender offer Consideration or the Total Consideration, as applicable
(3) Includes the applicable Early Tender Payment.
The Tender Offer will expire at 5:00 PM, New York City time, on December 8, 2023, unless extended or earlier terminated by NOVA Chemicals (such date and time, as the same may be modified, the “Expiration Date”). The deadline for holders to validly tender Notes and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00 p.m., New York City time, on November 22, 2023, unless extended or earlier terminated by NOVA Chemicals (such date and time, as the same may be modified, the “Early Tender Date”). Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on November 22, 2023, unless extended or earlier terminated by us (such date and time, as the same may be extended, the “Withdrawal Deadline”), but not thereafter, except as may be required by applicable law.
Subject to the Aggregate Maximum Principal Amount and the other terms and conditions of the Tender Offer, possible proration of the Notes on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below) will be determined in accordance with the terms of the Tender Offer.
If the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeds the Aggregate Maximum Principal Amount, only an amount of Notes up to the Aggregate Maximum Principal Amount validly tendered and not validly withdrawn will be accepted for purchase. Accordingly, if the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase equals or exceeds the Aggregate Maximum Principal Amount, holders who validly tender Notes after the Early Tender Date will not have any such Notes accepted for payment (unless the terms of the Tender Offer are amended by the NOVA Chemicals in its sole and absolute discretion).
If, on the Early Settlement Date or Final Settlement Date, as applicable, only a portion of tendered Notes may be accepted for purchase, then the aggregate principal amount of Notes accepted for purchase will be prorated based upon the aggregate principal amount of Notes that have been validly tendered (and not validly withdrawn) and not yet accepted for purchase in the Tender Offer so that the Aggregate Maximum Principal Amount will not be exceeded.
The total consideration for the Notes (the “Total Consideration”) is $996.25 for each $1,000 principal amount of the Notes. The Total Consideration includes an early tender payment (the “Early Tender Payment”) of $30.00 for each $1,000 principal amount of the Notes, which Early Tender Payment is in addition to the Tender Offer Consideration (as defined below).
Subject to purchase in accordance with the Aggregate Maximum Principal Amount and possible proration, holders validly tendering Notes (that have not been validly withdrawn) at or prior to the Early Tender Date will be eligible to receive for such Notes the Total Consideration (including the Early Tender Payment) on a date promptly following the Early Tender Date (the “Early Settlement Date”). The Early Settlement Date is expected to be November 28, 2023, but that may change without notice.
Subject to purchase in accordance with the Aggregate Maximum Principal Amount and possible proration, holders validly tendering Notes (that have not been validly withdrawn) after the Early Tender Date and prior to or at the Expiration Date will be eligible to receive for such Notes (the “Tender Offer Consideration”): $966.25 for each $1,000 principal amount of the Notes, namely an amount equal to the Total Consideration less the Early Tender Payment, on a date promptly following the Expiration Date (the “Final Settlement Date”). Notes tendered after the Early Termination Date (which is the same time and date as the Withdrawal Deadline) may not be withdrawn except in certain limited circumstances where withdrawal rights are required by applicable law. The Final Settlement Date is expected to be December 13, 2023, but that may change without notice. In addition to the Total Consideration or Tender Offer Consideration, holders whose Notes are accepted for purchase will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.
NOVA Chemicals’ obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the Financing Condition. In addition, subject to applicable law, NOVA Chemicals reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer at any time or (ii) otherwise amend the Tender Offer in any respect at any time and from time to time.NOVA Chemicals further reserves the right, in its sole discretion, not to accept any tenders of Notes. NOVA Chemicals is making the Tender Offer only in those jurisdictions where it is legal to do so.
None of NOVA Chemicals, the trustee for the Notes, the agent under the indenture for the Notes, the dealer manager, the information and tender agent, any of their respective subsidiaries or affiliates or any of its or their respective directors, officers, employees or representatives makes any recommendation to holders as to whether or not to tender all or any portion of their Notes, and none of the foregoing has authorized any person to make any such recommendation. Holders must decide whether to tender Notes, and if tendering, the amount of Notes to tender.
All of the Notes are held in book-entry form. If you hold Notes through a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you wish to tender Notes pursuant to the Tender Offer. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for tendering Notes on your behalf. You should also confirm with the broker, dealer, bank, trust company or other nominee any deadlines by which you must provide your tender instructions, because the relevant deadline set by such nominee may be earlier than the deadlines set forth herein.
RBC Capital Markets, LLC is acting as the sole dealer manager for the Tender Offer and can be contacted at ((Phone: +1 212 618 7843) (Toll Free: +1 877 381 2099)) with questions regarding the Tender Offer.
Simpson Thacher Bartlett LLP acted as lead counsel to NOVA Chemicals, with Osler, Hoskin & Harcourt LLP and Stewart McKelvey also acting for NOVA Chemicals. Latham & Watkins LLP acted as lead counsel to the underwriters, with Norton Rose Fullbright Canada LLP and Torys LLP also acting for the underwriters.
Copies of the Offer to Purchase are available to holders of Notes from Global Bondholder Services Corporation, the information and tender agent for the Tender Offer. Requests for copies of the Offer to Purchase should be directed to GBSC at (855) 654-2014 (toll free), (212) 430-3774 (banks and brokers) or email@example.com.
Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal, state, or foreign securities commission or regulatory authority. No such commission or authority has passed upon the fairness or merits of the Tender Offer or upon the accuracy or adequacy of the Offer to Purchase, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of NOVA Chemicals or any of its affiliates. The Tender Offer is not being made to, nor will NOVA Chemicals accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. No recommendation is made as to whether holders should tender their Notes. Holders should carefully read the Offer to Purchase because it contains important information.
About NOVA Chemicals Corporation
NOVA Chemicals develops and manufactures chemicals and plastic resins that make everyday life healthier, easier and safer. Our employees work to ensure health, safety, security and environmental stewardship through our commitment to Sustainability and Responsible Care®. NOVA Chemicals, headquartered in Calgary, Alberta, Canada, is wholly owned ultimately by Mubadala Investment Company PJSC of the Emirate of Abu Dhabi, United Arab Emirates, which, in turn is wholly owned by the government of the Emirate of Abu Dhabi.
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Certain statements included in this release are “forward-looking statements” within the meaning of the U.S. federal securities laws, including statements about the New Offering and the intended use of proceeds and the Tender Offer. All forward-looking statements involve risks and uncertainties which could affect our actual results and could cause our actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, NOVA Chemicals. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Offer to Purchase.