Exhibit 99.1
Eastman Chemical Company Announces the Pricing Terms of Its Cash Tender Offer for Any and All 5.500% Notes due 2019
KINGSPORT, Tenn., November 5, 2018 -Eastman Chemical Company (NYSE: EMN)today announced the pricing terms of its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 5.500% notes due 2019 (the “Notes”). The terms of the Tender Offer are included in Eastman’s Offer to Purchase, dated October 30, 2018 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).
The consideration (the “Total Consideration”) payable for each $1,000 principal amount of the Notes is based on the reference yield plus the fixed spread as set forth in the table below, and is payable to holders of the Notes who validly tender (and not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on November 5, 2018 (the “Expiration Date”) and whose Notes are accepted for purchase by Eastman. The reference yield in the table below was determined at 2:00 p.m., New York City time, on November 5, 2018.
| | | | | | | | | | | | | | | | | | |
Security (CUSIP No.) | | Principal
Amount
Outstanding | | U.S. Treasury
Reference Security | | Reference
Yield | | | Fixed
Spread | | Repurchase
Yield | | | Total Consideration
(per $1,000 principal
amount of Notes) | |
5.500% notes due 2019 (277432AH3) | | $250,000,000 | | 3.375% UST due
11/15/2019 | | | 2.755% | | | 30 bps | | | 3.055% | | | $ | 1,024.48 | |
In addition to the Total Consideration, holders whose Notes are accepted for purchase in the Tender Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the settlement date, which is currently expected to be November 6, 2018.
In order to receive the Total Consideration, holders of Notes must validly tender (and not validly withdraw) their Notes at or prior to the Expiration Date, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Date, and tender their Notes at or prior to the Notice of Guaranteed Delivery Date (as defined in the Offer to Purchase), in accordance with the instructions set forth in the Offer to Purchase. Tenders of Notes may be withdrawn any time at or prior to the Expiration Date, by following the procedures described in the Offer to Purchase.
Eastman’s obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, Eastman completing the offering and sale of new debt securities (the “New Notes Offering”) on terms acceptable to Eastman. The Tender Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering. Eastman reserves the right, subject to applicable law, in its sole discretion, to: (i) waive any and all conditions to the Tender Offer at any time and from time to time; (ii) extend or terminate the Tender Offer; or (iii) otherwise amend the Tender Offer in any respect. Eastman is not soliciting consents from holders of securities in connection with the Tender Offer.
Eastman has retained J.P. Morgan Securities LLC to act as exclusive Dealer Manager. D.F. King & Co., Inc. is the Information and Tender Agent in connection with the Tender Offer. For additional information regarding the terms of the tender offer, please contact: J.P. Morgan Securities LLC at (866)834-4666 (toll free) or (212)834-3424 (collect). Copies of the Offer Documents are available via the Tender Offer website atwww.dfking.com/EMN and requests for documents and questions regarding the tendering of Notes may be directed to D.F. King & Co., Inc.by telephone at (212)269-5550 (for banks and brokers only) or (800)967-5074 (for all others toll-free) or by email at eastmanchemical@dfking.com or to the Dealer Manager at its telephone numbers.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes nor is this announcement an offer to sell or a solicitation of an offer to purchase new debt securities. The Tender Offer is being made solely pursuant to the Offer Documents, which set forth the complete terms and conditions of the Tender Offer. The Tender Offer is not being made to, nor will Eastman accept tenders of Notes from, holders 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.
None of Eastman, its board of directors, the Dealer Manager or the Information and Tender Agent makes any recommendation to any holder of Notes in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of Notes to tender.
