Ineos Quattro begins any-and-all tender for 2026 notes, capped offer for two other 2026 notes

By Marisa Wong

Los Angeles, Oct. 30 – Ineos Quattro Finance 2 plc has begun an any-and-all tender offer and, jointly with Ineos Quattro Finance 1 plc, a concurrent capped tender offer, according to multiple notices.

Any-and-all offer

Ineos Quattro Finance 2 is offering to purchase for cash any and all of its outstanding $500 million 3 3/8% senior secured notes due Jan. 15, 2026 (ISIN: US45674GAA22, USG4772GAA34) guaranteed by Ineos Quattro Holdings Ltd.

The purchase price is $950 per $1,000 principal amount, plus accrued interest.

The offer will expire at 5 p.m. ET on Nov. 8, which is also the withdrawal deadline.

Results will be announced on Nov. 9.

The deadline for tenders under guaranteed delivery procedures is 5 p.m. ET on Nov. 13.

Settlement is expected to be on Nov. 14.

The offer is not conditioned on any minimum amount of securities being tendered. However, the offer is conditioned on the company raising at least €2.8 billion net proceeds from new debt.

Capped offer

Ineos Quattro Finance 2 and Ineos Quattro Finance 1 are inviting holders of their €772.55 million outstanding 2½% senior secured notes due Jan. 15, 2026 (ISIN: XS2291929573) and €495.58 million outstanding 3¾% senior notes due July 15, 2026 (ISIN: XS2291928849), respectively, to tender their notes for purchase for cash, up to a maximum acceptance amount.

The purchase price is 94 for Ineos Quattro Finance 2’s 2½% senior secured notes and 90.5 for Ineos Quattro Finance 1’s 3¾% senior notes. The company will also pay accrued interest.

The aggregate purchase price will not exceed (a) the aggregate net proceeds of the new financing mentioned above less (b) the sum of (i) the aggregate principal amount of 2026 term loan B facilities to be repaid substantially concurrently with the purchase of the notes, (ii) the aggregate purchase price for Ineos Quattro Finance 2’s 3 3/8% senior secured notes to be purchased in the concurrent any-and-all tender offer and (iii) €381 million to finance the previously announced Eastman transactions.

The issuers have the right to increase or decrease the maximum acceptance amount at their discretion, and they reserve the right to accept significantly more or significantly less (or none) of either series of notes, subject to pro rata scaling, if applicable.

The issuers noted that the tender offer only applies to the Regulation S notes of each series; the Rule 144A notes of those series are excluded.

Holders of about €25 million of the 2½% senior secured notes and about €90 million of the 3¾% senior notes have informed the issuers of their intention to tender some or all of their notes for purchase.

The offer expires at noon ET on Nov. 8.

Results will be announced after pricing of the new debt.

Settlement is slated for Nov. 14.

Tenders may not be withdrawn under the capped offer, except in limited circumstances.

More details

Holders who wish to participate in the new financing in addition to tendering their notes for purchase under one or both offers may receive priority in the allocation of the new notes.

Questions may be directed to dealer managers Goldman Sachs International (+44 20 7774 4836; liabilitymanagement.eu@gs.com), HSBC Bank plc (+44 20 7992 6237; 888 HSBC-4LM or 212 525-5552 for the any-and-all offer; liability.management@hsbcib.com) or ING Bank NV, London Branch (+44 20 7767 6784; liability.management@ing.com). BNP Paribas, Citigroup Global Markets Ltd. and J.P. Morgan Securities LLC are also dealer managers.

The tender and information agent is Kroll Issuer Services Ltd. (+44 20 7704 0880; attn.: Owen Morris / Alessandro Zorza; ineos@is.kroll.com; https://deals.is.kroll.com/ineosquattrousd).

The company said the purpose of the offer is, among other things, to proactively manage its expected maturity profile. The offer also gives holders the opportunity to sell their current holdings in the securities.

Ineos Quattro is a chemicals company based in London.

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