SÃO PAULO, Oct. 9, 2019 /PRNewswire/ — Unigel Participações S.A., Latin America’s largest acrylics and styrenics company in terms of nominal production capacity, announced today the final results and completion of the previously announced cash tender offer and solicitation of consents (the “Tender Offer and Consent Solicitation“) by its subsidiary, Unigel Luxembourg S.A. (“Unigel Luxembourg“), for any and all its outstanding 10.500% Senior Secured Notes due 2024 (the “Notes“) (144A CUSIP/ISIN Nos. 904752AA0/US904752AA01 and Reg S L9467UAA5/USL9467UAA53).
As of 23:59 p.m., New York City time, on October 8, 2019 (the “Expiration Tender Date“), according to D.F. King & Co., Inc., the tender agent and information agent (the “Tender Agent and Information Agent“) for the Tender Offer, Unigel Luxembourg received in total valid tenders and Consents from holders of Notes representing US$194,875,000 in aggregate principal amount of Notes, representing 97.44% of the outstanding aggregate principal amount of the Notes at the commencement of the Tender Offer and Consent Solicitation. Accordingly US$5,125,000 in aggregate principal amount of Notes will remain outstanding.
Payment for Notes validly tendered after the Early Tender Date but prior to the Expiration Tender Date and accepted for purchase have been made on date hereof.
Unigel Luxembourg has engaged Morgan Stanley & Co. LLC to act as the sole dealer manager (the “Dealer Manager“) in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Morgan Stanley & Co. LLC by telephone at +1 (800) 624-1808 (U.S. toll free) or +1 (212) 761-1057 (collect).
None of Unigel Luxembourg, the Dealer Manager, the Tender Agent and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer and Consent Solicitation or expressing any opinion as to whether the terms of the Tender Offer and Consent Solicitation are fair to any holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase Statement for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and Consent Solicitation.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer and Consent Solicitation is being made solely by means of the Offer to Purchase Statement. The Tender Offer and Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer and consent solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of Unigel Luxembourg by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Forward-looking statements made by Unigel Luxembourg in this announcement, or elsewhere, speak only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is impossible for Unigel Luxembourg to predict these events or how they may affect it or Unigel’s anticipated results. Neither Unigel nor Unigel Luxembourg has any duty to, and does not intend to, update or revise the forward-looking statements in this announcement, except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that any forward-looking statement made in this announcement may not occur, including, but not limited to, Unigel Luxembourg’s ability to effect the Tender Offer and Consent Solicitation or satisfy or waive any conditions thereto. All data presented herein is as of the date of this announcement unless otherwise noted.
Unigel is the largest acrylics and styrenics company in Latin America, in terms of nominal production capacity (based on data from IHS and ABIQUIM). Its proven operational track record goes back to 1966, when it started producing thermoplastic resins with its own proprietary technology in São Paulo, Brazil. Today, it is a vertically integrated chemicals company that produces a diversified portfolio of chemical, petrochemical, plastic products and fertilizers from multiple facilities in Brazil and Mexico. As of June 2019, it was the sole producer of acrylonitrile and MMA in Latin America (based on data from IHS) and it had the second largest nominal production capacity of styrene and polystyrene (combined) in Latin America (based on data from IHS and ABIQUIM).
Unigel operates several chemical plants distributed in three main regions (Bahia, São Paulo and Mexico), strategically located near (i) petrochemical complexes, from where it is supplied with its main raw materials, and (ii) its key markets. Unigel serves multiple customers from a broad spectrum of industries, including construction, automotive, home appliances, electronics, agriculture, textile, mining, packaging and health care. Over the past five decades, Unigel has developed a strong relationship with the largest suppliers and end-users in the petrochemical industry in Latin America and has developed state-of-the-art facilities and proprietary technology to provide its clients innovative solutions and products.
SOURCE Unigel Luxembourg S.A.