Ineos begins capped tender offers for three notes due 2025, 2026

By Marisa Wong

Los Angeles, Jan. 22 – Ineos Finance plc is inviting holders of three series of its notes to tender their notes for purchase for cash, up to a maximum acceptance amount.

Ineos is offering to purchase notes from the following series:

• €548.7 million outstanding 2 1/8% senior secured notes due Nov. 15, 2025 (ISIN: XS1577947440) at 98;

• €321.5 million outstanding 3 3/8% senior secured notes due March 31, 2026 (ISIN: XS2250349581) at 99.25; and

• €768.6 million outstanding 2 7/8% senior secured notes due May 1, 2026 (ISIN: XS1843437549) at 98.25.

In addition to the purchase price, the issuer will also pay accrued interest.

The issuer may increase or decrease the maximum acceptance amount at its discretion and reserves the right to accept significantly more or significantly less (or none) of any series of notes, subject to pro rata scaling if applicable, as compared to the other series.

The issuer is proposing to accept notes for purchase with an aggregate purchase consideration not to exceed (a) the aggregate net proceeds of its concurrent new financing less (b) the sum of (i) the aggregate purchase prices for the Lavera acquisition and the Bayport acquisition (currently estimated to be about €1.04 billion), (ii) the aggregate transaction fees and expenses in respect of the acquisition, the new financing and the tender offers and (iii) €300 million.

Ineos plans to raise at least €2 billion through new financing, proceeds of which would be used to purchase notes under the tender offers, with the remainder to be used toward financing the acquisitions and for other general corporate purposes.

Holders who participate in the tender offer and wish to participate in the new financing (other than senior secured debt in the form of term loans) may be given priority in the allocation of that new financing, the issuer said.

The issuer noted that it is not making any offer to and will not accept tenders with respect to the Rule 144A notes of any of the three series.

The tender offers will expire at 11 a.m. ET on Jan. 30.

Settlement is slated for Feb. 7.

The dealer managers are Credit Agricole CIB (+44 20 7214 5903; liability.management@ca-cib.com), Goldman Sachs International (+44 20 7774 4836; liabilitymanagement.eu@gs.com) and J.P. Morgan Securities plc (+44 20 7134 4353; liability_management_EMEA@jpmorgan.com).

Kroll Issuer Services Ltd. (attn.: Owen Morris; +44 20 7704 0880; ineos@is.kroll.com; https://deals.is.kroll.com/ineos) is the tender agent.

Ineos is a London-based chemical company.

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