Eastman Chemical Company (“Eastman”) (NYSE) today announced the commencement of a cash tender offer (the “Tender Offer”) to purchase up to $250 million aggregate principal amount (the “Tender Cap”) of its outstanding 3.800% Notes due 2025 (the “Notes”). Details of the Tender Offer are outlined in the Company’s Offer to Purchase, dated July 29, 2024 (the “Offer to Purchase”).
The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase. Key details of the Tender Offer are as follows:
- Title of Security: 3.800% Notes due 2025
- CUSIP / ISIN Number: 277432AR1 / US277432AR19
- Principal Amount Outstanding: $699,992,000
- Tender Cap (Principal Amount): $250,000,000
- U.S. Reference Treasury Security: 1.750% UST due 03/15/2025
- Bloomberg Reference Page: FIT3
- Fixed Spread (basis points): 22.5 bps
- Early Tender Premium (per $1,000): $30
The Tender Offer will expire at 5:00 p.m., New York City time, on August 26, 2024, unless extended or terminated earlier by Eastman (the “Expiration Date”). Holders must validly tender their Notes by 5:00 p.m., New York City time, on August 9, 2024, to be eligible for the Total Consideration, which includes the Early Tender Premium. Notes tendered may be withdrawn by 5:00 p.m., New York City time, on August 9, 2024 (the “Withdrawal Deadline”), but not thereafter except in limited circumstances required by law or if extended by Eastman.
The Total Consideration for Notes validly tendered and not withdrawn by the Early Tender Deadline will be determined based on the fixed spread plus the yield to maturity of the U.S. Treasury Reference Security. The Reference Yield will be determined at 10:00 a.m., New York City time, on August 12, 2024, unless extended (the “Price Determination Date”). Holders who tender their Notes after the Early Tender Deadline but by the Expiration Date will receive the Total Consideration minus the Early Tender Premium (the “Tender Offer Consideration”). Payments will include accrued and unpaid interest up to, but not including, the Early Settlement Date or Final Settlement Date, as applicable.
Eastman reserves the right to adjust the Tender Cap, the Early Tender Deadline, the Withdrawal Deadline, and the Expiration Date. If the Tender Offer is not fully subscribed by the Early Tender Deadline, Notes tendered by that deadline will be prioritized. If fully subscribed by the Early Tender Deadline, Notes tendered after will not be accepted. Proration may apply if tenders exceed the Tender Cap.
Payment for Notes tendered by the Early Tender Deadline will be made promptly thereafter (the “Early Settlement Date”), anticipated to be August 14, 2024. Payment for Notes tendered by the Expiration Date will be made promptly thereafter (the “Final Settlement Date”), anticipated to be August 28, 2024.
The Tender Offer is not conditioned on a minimum principal amount of Notes being tendered but is subject to certain conditions, including the completion of a new debt securities offering with sufficient proceeds to fund the Tender Offer.
D.F. King & Co., Inc. is the tender agent and information agent. Barclays Capital Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC are dealer managers for the Tender Offer.
