Rain CII Carbon LLC Announces Expiration and Final Results of Tender Offer and Consent Solicitation for 11.125% Senior Subordinated Notes due 2015

NEW YORK, Dec. 14, 2010 /PRNewswire/ -- Rain CII Carbon LLC (formerly known as CII Carbon, L.L.C.) ("Rain CII") announced today the expiration and final results of its previously announced tender offer and consent solicitation with respect to the $235,000,000 in aggregate principal amount of the outstanding 11.125% Senior Subordinated Notes due 2015 of Rain CII and CII Carbon Corp., a wholly-owned subsidiary of Rain CII and the corporate co-issuer of such notes (CUSIP Nos. 22944HAA3 and U12673AA4 and ISIN Nos. US22944HAA32 and USU12673AA44) (the "Notes").  The tender offer expired at midnight, New York City time, on Monday, December 13, 2010 (such date and time, the "Expiration Time").  All Notes validly tendered pursuant to the tender offer at or prior to the Expiration Time and not validly withdrawn have been accepted for payment by Rain CII.

Holders of $219,075,000 in aggregate principal amount of the Notes (approximately 93.22%) validly tendered their Notes at or prior to the Expiration Time, and also validly delivered the requisite consents to the proposed amendments to the indenture governing the Notes at or prior to 5:00 p.m., New York City time, on Tuesday, November 23, 2010 (such date and time with respect to the consent solicitation, the "Consent Deadline").  All of the tendered Notes were tendered at or prior to the Consent Deadline and have been purchased by Rain CII, and the proposed amendments to the indenture governing the Notes have become effective and operative.

Rain CII engaged Citigroup Global Markets Inc. and Goldman, Sachs & Co. as Dealer Managers and Solicitation Agents for the tender offer and consent solicitation.  Global Bondholder Services Corporation acted as the Information Agent and Depositary for the tender offer and consent solicitation.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of any consent with respect to any of the Notes.  The tender offer and consent solicitation were made solely pursuant to the Offer to Purchase and Consent Solicitation Statement, and the related Letter of Transmittal and Consent, each dated November 12, 2010.

About Rain CII Carbon LLC

Rain CII, based in Kingwood, Texas, is the second largest producer of calcined petroleum coke, or CPC, in the world.  CPC is an essential and irreplaceable input to the aluminum smelting process and the production of titanium dioxide.  Rain CII has an annual production capacity of 1.9 million metric tons in seven facilities located in the United States and one smaller facility in China.  In addition to producing CPC, Rain CII also produces energy through co-generation as a by-product of the calcining process, which it sells in the form of steam or electricity.

Forward-Looking Statements

Certain items in this release may constitute forward-looking statements.  All forward-looking statements in this release represent the judgment of Rain CII as of the date of this release.  Such forward-looking statements are subject to numerous risks and uncertainties.  Therefore, the reader is cautioned not to rely on these forward-looking statements.

SOURCE Rain CII Carbon LLC