Rain Carbon Inc. announces allocation of €390.0 million term loan B credit facility and proposed redemption of outstanding Rain CII Carbon LLC Senior Secured Notes due 2021

STAMFORD, Conn., Dec. 11, 2017 /PRNewswire/ -- Rain Carbon Inc. ("RCI") announced today that the joint arrangers for its new proposed senior secured credit facilities, comprised of a €390.0 million term loan B facility to be made to its wholly-owned subsidiary Rain Carbon GmbH (the "New Term Loan B Facility") and a $150.0 million revolving credit facility to be made available to RCI and certain of its subsidiaries in the United States, Canada, Germany and Belgium (the "New Revolving Credit Facility", and together the New Term Loan B Facility, the "New Senior Credit Facilities"), have allocated the loans to be made under the New Term Loan B Facility. RCI expects that loans made under the New Term Loan B Facility will bear interest at a rate per annum equal to EURIBOR (subject to a 0.0% floor) plus 3.00%, and that borrowings under the New Revolving Credit Facility will bear interest at a rate per annum equal to LIBOR (or the equivalent in other applicable currencies, and subject to a 0.0% floor) plus 2.50%. RCI expects to consummate the New Senior Credit Facilities on January 16, 2018 (the "Closing Date"). The New Term Loan B Facility and New Revolving Credit Facility would mature 7 years and 5 years, respectively, after the Closing Date.

RCI also announced today that its wholly owned subsidiary, Rain CII Carbon LLC ("RCC"), has conditionally called for a full redemption on the Closing Date of RCC's outstanding 8.25% U.S. dollar-denominated Senior Secured Notes due 2021 (the "RCC US Notes"), of which approximately $245.8 million remains outstanding, and of RCC's outstanding 8.50% Euro-denominated Senior Secured Notes due 2021 (the "RCC Euro Notes", and together with the RCC US Notes, the "RCC Notes"), of which approximately €198.5 million remains outstanding. The RCC US Notes and RCC Euro Notes are expected to be redeemed at 102.063% and 102.125%, respectively. RCI intends to fully draw on the New Loan B Facility on the Closing Date, and to apply all the New Term Loan B Facility proceeds to fund the redemption of a portion of the outstanding RCC Notes. RCI will utilize cash from its balance sheet to fund the remaining portion of the outstanding RCC Notes and the fees and other transaction costs related to the New Senior Credit Facilities. The redemption of the RCC Notes is conditioned upon the consummation of the New Senior Credit Facilities. This press release shall not constitute a notice of redemption of any RCC Notes. Any such redemption notice may only be made pursuant to, and in accordance with, the indenture governing the RCC Notes. 

The New Revolving Credit Facility will replace an existing RCC revolving credit facility and other facilities at certain of RCI's other subsidiaries that are borrowers under the New Revolving Credit Facility. The New Revolving Credit Facility would be used to finance the working capital needs and other corporate purposes of RCI and its subsidiaries. The New Revolving Credit Facility is expected to be undrawn on the Closing Date (other than with respect to certain letters of credit). 

The consummation of the New Senior Credit Facilities is subject to the execution of definitive documents and satisfaction of customary closing conditions.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the RCC Notes or any other loans or securities.

About RCI

RCI is a leading vertically integrated global producer of a diversified portfolio of carbon-based and chemical products that are essential raw materials for staples of everyday life.  RCI operates in two business segments:  carbon and chemicals.  RCI's carbon business segment converts the by-products of oil refining and steel production into high-value carbon-based products that are critical raw materials for the aluminum, graphite, carbon black, wood preservation, titanium dioxide, refractory and several other global industries.  RCI's chemicals business segment extends the value chain of its carbon processing through the downstream refining of a portion of this output into high-value chemical products that are critical raw materials for the specialty chemicals, coatings, construction, petroleum and several other global industries.  RCI has longstanding relationships with most of its major customers, including several of the largest companies in the global aluminum, graphite and specialty chemicals industries, and with most of its major raw material suppliers, including several of the world's largest oil refiners and steel producers.  RCI's scale and process sophistication provides it the flexibility to capitalize on market opportunities by selecting from a wide range of raw materials, adjusting the composition of its product mix and producing products that meet exacting customer specifications, including several specialty products. RCI's production facility locations and integrated global logistics network also strategically position it to capitalize on market opportunities by addressing raw material supply and product demand on a global basis in both established and emerging markets.

Forward-Looking Statements

The information contained in this announcement may contain forward-looking statements, estimates and projections. These statements involve elements of subjective judgment and analysis and are based upon the best judgment of RCI as of the date of this announcement. These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and uncertainties, as there are a variety of factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Therefore, you should not rely on these forward-looking statements. Neither RCI nor any other person gives any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this announcement or to update or keep current any of the information contained herein and this announcement is not a representation by RCI or any other person that they will do so, except to the extent required by law.

Contact: 
Ryan Tayman, VP Finance and Investor Relations
Phone:  +1 (203) 517-2822
Email:  [email protected]

SOURCE Rain Carbon Inc.