PRESS RELEASE
INEOS STYROLUTION GROUP GMBH LAUNCHES CONSENT SOLICITATION
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2¼% Senior Secured Notes due 2027
Regulation S Notes: Common Code 210856030 /ISIN: XS2108560306
Rule 144A Notes: Common Code 210856064 /ISIN: XS2108560645
(collectively, the “Notes”)
THE SOLICITATION IS NOT BEING MADE TO, AND CONSENTS ARE NOT BEING SOLICITED FROM, HOLDERS OF THE NOTES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH SOLICITATION OR GRANT SUCH CONSENT.
Frankfurt—January 11, 2021. INEOS Styrolution Group GmbH (the “Issuer”) today announced that it has commenced a consent solicitation in respect of its outstanding Notes. Consents may be delivered beginning the date hereof, and the consent solicitation will expire at 5:00 p.m., London time, on January 18, 2021, unless extended or earlier terminated by the Issuer in its sole discretion (the Expiration Date”). Capitalized terms used but not otherwise defined in this announcement have the meanings given in the consent solicitation statement related to the Notes (the “Consent Solicitation Statement”).
The Issuer is soliciting the consent (the “Consent”) of the Holders of the Notes (the “Solicitation”) to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”). The Proposed Amendments are being sought to generally align the terms and conditions of the Notes with the corresponding provisions in the Restricted Group’s (as defined in the Indenture) term loan and revolving credit facility agreement entered into as of July 31, 2020, as amended on December 21, 2020. Concurrently with this Solicitation, the Issuer is seeking amendments to the Term Loan B Facilities Agreement (as defined in the Indenture) corresponding to the Proposed Amendments, along with certain other amendments specific to the Term Loan B Facilities Agreement. The Proposed Amendments will modify the Indenture to, among other things: (i) amend the treatment under the Indenture of joint ventures in which the Restricted Group holds an interest, to better reflect the Restricted Group’s current size, scale and corporate structure compared to when the Notes were
issued, including as a result of the acquisition of the Aromatics and Acetyls Businesses of BP plc (the “Aromatics and Acetyls Businesses”) and the contribution of 94.9% of the shares of INOVYN Limited, in each case on December 31, 2020 (collectively, the “Acquisitions”), (ii) facilitate the entry into certain short-term leasing arrangements of precious, semi-precious and other metals used by the Restricted Group in connection with the operation of its business in the ordinary course, (iii) amend the Security Principles under the Indenture to reflect the legal and practical difficulties in obtaining guarantees or granting or perfecting liens in certain jurisdictions in which the Group (as defined in the Indenture) now has Restricted Subsidiaries as a result of the Acquisitions and align such Security Principles with the Restricted Group’s other financing documents and (iv) allow additional time for the preparation of the financial statements of INEOS Quattro Holdings Limited (formerly known as INEOS Styrolution Holding Limited) for the year ended December 31, 2020 and the quarters ending March 31, June 30 and
September 30, 2021 in light of the added reporting complexities, including to reflect the significant change in scope of the Group at year-end, as a result of the Acquisitions.
No consent or participation fee will be payable in connection with the Solicitation.
In order to cause a Consent to be given with respect to Notes held by a Holder, the Holder must deliver electronic voting instructions to Euroclear or Clearstream before the Expiration Date.
Holders should take note of the following dates in connection with the Solicitation. However, the dates below are subject to modification in accordance with the terms of the Solicitation.
For a detailed statement of the terms and conditions of the Solicitation, Holders of the Notes should refer to the Consent Solicitation Statement.
This press release is for information purposes only and the Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement. Holders are advised to read carefully the Consent Solicitation Statement for full details of, and information in relation to, the procedures for participating in the Solicitation. None of the Issuer, the Solicitation Agents or the Information and Tabulation Agent or any other person makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents.
Under no circumstances shall the Solicitation constitute an offer to sell, issue or the solicitation of an offer to buy or subscribe for, any Notes or any other securities in any jurisdiction.
Solicitation Agents:
Barclays Bank PLC (+44 (0)20 3134 8515 / eu.lm@barclays.com)
HSBC Bank plc (+44 (0)20 7992 6237 / LM_EMEA@hsbc.com)
J.P. Morgan Securities plc (+44 (0)20 7134 6525 / liability_management_EMEA@jpmorgan.com)
Information and Tabulation (for questions or requests for assistance or for additional copies of this Consent Solicitation Statement):
Lucid Issuer Services Limited (+44 (0)207 704 0880 / ineos@lucid-is.com)
Cautionary Statement
This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, including the securities mentioned in this announcement, in any jurisdiction. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted. It may be unlawful to distribute this document in certain jurisdictions.
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 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 orwardlooking 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.