PolyOne Announces Tender Offer and Consent Solicitation for Its 7.375% Senior Notes Due 2020

Oct 28, 2015, 06:33 ET from PolyOne Corporation

CLEVELAND, Oct. 28, 2015 /PRNewswire/ -- PolyOne Corporation (NYSE: POL) (the "Company") today announced the commencement of a cash tender offer to purchase any and all of its outstanding 7.375% Senior Notes due 2020 (the "Notes"). There is currently approximately $317 million aggregate principal amount of Notes outstanding. In conjunction with the tender offer, PolyOne will be soliciting consents to amend the indenture governing the Notes. 

In connection with the tender offer and consent solicitation, the Company also intends to enter into a senior secured term loan facility of approximately $550.0 million.  Proceeds will be used to fund settlement of this tender offer and repay all amounts outstanding under PolyOne's revolving credit facility as well as its outstanding 7.5% debentures due 2015.

"This refinancing is expected to provide favorable interest rates, extended maturities, and enhanced liquidity while maintaining modest leverage," said Bradley C. Richardson, executive vice president and Chief Financial Officer, PolyOne Corporation.  "These actions are representative of our ongoing efforts to optimize our capital structure and facilitate deployment of capital on strategic investments."

Details of the Tender Offer and Consent Solicitation

In order to receive the Total Consideration (as described below) in the tender offer and consent solicitation, holders of Notes must validly tender and not validly withdraw their Notes by 5:00 p.m., New York City time, on Tuesday, November 10, 2015, unless extended or earlier terminated (such time and date, as the same may be extended, the "Early Tender Deadline"). The tender offer and consent solicitation will expire at midnight, New York City time, on Wednesday, November 25, 2015, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time"). The terms and conditions of the tender offer and consent solicitation are set forth in an Offer to Purchase and Consent Solicitation dated October 28, 2015 (the "Offer to Purchase") and the related Letter of Transmittal and Consent, which together constitute the "Offer."  Holders of Notes that validly tender and do not validly withdraw their Notes after the Early Tender Deadline and at or prior to the Expiration Time will only be eligible to receive the Tender Offer Consideration (as described below).  Following the Expiration Time, PolyOne intends to redeem the outstanding balance of the Notes, if any.

The Total Consideration for each $1,000.00 principal amount of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase will be $1,042.00.  The Total Consideration includes the Tender Offer Consideration of $1,012.00 per $1,000.00 principal amount of the Notes and a consent payment of $30.00 per $1,000.00 principal amount of the Notes tendered.  The Company will pay in respect of any Notes accepted for purchase in the Offer accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the settlement date for the Notes.

The proposed amendments to the indenture governing the Notes would eliminate substantially all restrictive covenants and certain events of default and shorten the minimum period required to deliver notice of optional redemption of the Notes to holders to three business days.  Holders that tender their Notes will be required to consent to the proposed amendments, and holders that consent to the proposed amendments will be required to tender their Notes.

The Offer is subject to a financing condition and certain customary conditions, but is not conditioned on the tender of a minimum principal amount of Notes. The Company intends to satisfy the financing condition with the new senior secured term loan facility. The Company may amend, extend or, subject to certain conditions, terminate the Offer at any time.

The Company has engaged Citigroup Global Markets Inc. to act as dealer manager and solicitation agent for the Offer, and Global Bondholder Services Corporation to act as information agent and tender agent for the Offer. Each of the Offer to Purchase and the related Letter of Transmittal Delivery may be obtained from Global Bondholder Services Corporation at http://gbsc-usa.com/PolyOne, or by calling 1-866-470-4300 (U.S. toll free) or writing to 65 Broadway, Suite 404, New York, NY 10006, Attention: Corporate Actions. Questions regarding the Offer may be directed to Citigroup Global Markets Inc. at 1-212-723-6106 (collect) or 1-800-558-3745 (U.S. toll free).

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to buy the Notes is only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and Consent. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities laws of any such jurisdiction. None of the Company, the dealer manager and solicitation agent or the information agent and tender agent is making any recommendation as to whether or not holders should tender their Notes in connection with the Offer.

About PolyOne

PolyOne Corporation, with 2014 revenues of $3.8 billion, is a premier provider of specialized polymer materials, services and solutions. The company is dedicated to serving customers in diverse industries around the globe, by creating value through collaboration, innovation and an unwavering commitment to excellence. Guided by its Core Values, Sustainability Promise and No Surprises PledgeSM, PolyOne is committed to its customers, employees, communities and shareholders through ethical, sustainable and fiscally responsible principles.

Forward-looking Statements

In this press release, statements that are not reported financial results or other historical information are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. They are based on management's expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. They use words such as "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial condition, performance and/or sales. Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: our ability to enter into the new senior secured term loan and satisfy the financing condition of the Offer; our ability to realize anticipated savings and operational benefits from the realignment of assets, including the closure of manufacturing facilities; the timing of closings and shifts of production to new facilities related to asset realignments and any unforeseen loss of customers and/or disruptions of service or quality caused by such closings and/or production shifts; separation and severance amounts that differ from original estimates; amounts for non-cash charges related to asset write-offs and accelerated depreciation realignments of property, plant and equipment, that differ from original estimates; our ability to identify and evaluate acquisition targets and consummate acquisitions; the ability to successfully integrate acquired companies into our operations, retain the management teams of acquired companies and retain relationships with customers of acquired companies including, without limitation, Spartech Corporation and/or Accella Performance Materials; disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; the financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability; the speed and extent of an economic recovery, including the recovery of the housing market; our ability to achieve new business gains; the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks; changes in polymer consumption growth rates and laws and regulations regarding the disposal of plastic in jurisdictions where we conduct business; changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online; fluctuations in raw material prices, quality and supply and in energy prices and supply; production outages or material costs associated with scheduled or unscheduled maintenance programs; unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters; an inability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working capital reductions, cost reductions and employee productivity goals; an inability to raise or sustain prices for products or services; an inability to maintain appropriate relations with unions and employees; our ability to continue to pay cash dividends; the amount and timing of repurchases of our common shares, if any; and other factors affecting our business beyond our control, including, without limitation, changes in the general economy, changes in interest rates and changes in the rate of inflation. The above list of factors is not exhaustive.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to consult any further disclosures we make on related subjects in our reports on Form 10-Q, 8-K and 10-K that we provide to the Securities and Exchange Commission.

SOURCE PolyOne Corporation



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