Consolidated Energy Finance S.A. Announces Early Tender Results for Its Senior Floating Rate Notes due 2022 and Early Settlement of Tender Offer

LUXEMBOURG, July 2, 2021 /PRNewswire/ -- Consolidated Energy Finance S.A. (the "Company") announced today that $309,010,000 of its outstanding Floating Rate Notes due 2022 (the "Notes") were validly tendered by holders of the Notes at or prior to the early tender deadline of 5:00 p.m., New York City time, on July 1, 2021 (the "Early Tender Deadline"), pursuant to the Company's previously announced cash tender offer (the "Tender Offer") to purchase up to $210,000,000 aggregate principal amount (the "Notes Maximum Tender Amount") of its Notes. The Tender Offer is being made pursuant to the offer to purchase dated June 17, 2021, as supplemented by the release dated June 18, 2021 and this release (the "Offer to Purchase").

Since the aggregate principal amount of the Notes validly tendered and not validly withdrawn exceeded the Notes Maximum Tender Amount, the Company will only accept for purchase Notes up to the Notes Maximum Tender Amount. The Company will prorate the Notes accepted for purchase using a proration factor of approximately 67.40. If after proration is applied and proration causes the returned Notes to fall below the minimum denomination of $150,000, the returned Notes would be accepted in full.

The following table summarizes the early tender results as of the Early Tender Deadline and the aggregate principal amount of Notes that the Company has accepted for purchase:

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The Company has accepted for purchase $209,999,000 aggregate principal amount of its Notes validly tendered prior and not withdrawn to the Early Tender Deadline. The early settlement date on which the Company will make payment for such Notes accepted in the Tender Offer is expected to be on July 6, 2021 (the "Early Settlement Date").

The Tender Offer is subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase in relation to the Tender Offer that is being sent to holders of the Notes, including (1) the successful drawings of amounts in respect of an incremental term loan provided in accordance with a credit facility agreement entered into, among others, Consolidated Energy AG as the parent guarantor, Consolidated Energy Finance S.A. as a term facility borrower and a revolving facility borrower and Methanol Holdings (Delaware) LLC ("MHTL (Delaware)") as a term facility borrower ("CEL Facility Agreement") and/or the revolving credit facility provided in accordance with the CEL Facility Agreement, and (2) certain general conditions, in each case as described in more detail in the Offer to Purchase. If any of the conditions are not satisfied, the Company may terminate the Tender Offer and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes.

Holders of Notes that validly tendered their Notes on or prior to the Early Tender Deadline and whose Notes have been accepted for purchase are entitled to receive the "Total Consideration" for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer in an amount equal to $1,000, which includes an "Early Tender Payment" of $30 per $1,000 principal amount of Notes. Holders of Notes who validly tendered their Notes on or prior to the Early Tender Deadline and whose Notes have been accepted for purchase will also receive accrued and unpaid interest on their accepted Notes from the last interest payment date to, but not including, the Early Settlement Date.

All Notes purchased pursuant to the Tender Offer will be cancelled.

The Tender Offer will expire at 11:59 p.m., New York City time, on July 16, 2021, unless extended or earlier terminated by the Company. Because the Tender Offer has been fully subscribed as of the Early Tender Deadline, holders of Notes who tender Notes after the Early Tender Deadline will not have any of their Notes accepted for purchase. Any Notes tendered after the Early Tender Deadline, together with tendered Notes that are not accepted for purchase due to proration, will be promptly returned or credited to the holders thereof as described in the Offer to Purchase.

The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase. Holders are urged to read the Offer to Purchase carefully.

The Company has engaged Morgan Stanley & Co. LLC to act as dealer manager (the "Dealer Manager") for the Tender Offer. Persons with questions regarding the Tender Offer should contact Morgan Stanley & Co. LLC toll-free at (800) 624-1808 or collect at (212) 761-1057. Requests for documents should be directed to D.F. King & Co., Inc., acting as tender and information agent (the "Tender and Information Agent") for the Tender Offer, at (212) 269-5550 (for banks and brokers) or (800) 591-8263 (for noteholders) or by email at [email protected].

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any of the Notes. The Tender Offer is being made pursuant to the Tender Offer documents, including the Offer to Purchase that the Company is distributing to holders of the Notes. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. None of the Company, the Dealer Manager, the Tender and Information Agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offer.

Forward-Looking Statements

Statements made in this news release which describe the Company's intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by, or including the words "believes," "expects," "anticipates," "plans," "estimates," "projects," "forecasts," or similar expressions. Examples of forward looking statements in this news release are statements about the expected size and timing of the Tender Offer. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and the Company's actual results could differ materially from those expressed or implied in such statements.  The Company does not intend, and the Company disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Consolidated Energy Finance S.A.