Rain Carbon Inc. Announces Extension of Early Tender Deadline for 2018 Notes Tender Offer, Amendments to 2021 Notes Tender Offer and Cancellation of Consent Solicitation

STAMFORD, Conn., March 16, 2017 /PRNewswire/ -- Rain Carbon Inc. ("RCI") announced today the extension of the Early Tender Deadline in connection with its previously announced cash tender offer (the "2018 Notes Tender Offer") to purchase any and all of the outstanding 8.000% Senior Secured Notes due 2018 (the "2018 Notes") issued by Rain CII Carbon LLC and CII Carbon Corp. (together, the "Existing Issuers"). The Early Tender Deadline for the 2018 Notes Tender Offer has been extended until 5:00 p.m., New York City time, on March 24, 2017. The Expiration Time for the 2018 Notes Tender Offer remains unchanged.  The pricing terms for the 2018 Notes Tender Offer also remain unchanged, and are summarized below:

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The applicable Total Consideration or Tender Offer Consideration payable to holders whose 2018 Notes are validly tendered and accepted for purchase is expected to be made on one or more settlement dates that are expected to occur within five business days following the Early Tender Deadline (the "2018 Notes Settlement Date"), plus accrued and unpaid interest on such 2018 Notes accepted for purchase to, but not including, the 2018 Notes Settlement Date. Subject to the receipt of the net proceeds from the New Debt Financing (as defined herein), RCI intends to redeem, in accordance with the terms of the 2018 Notes Indenture, any 2018 Notes outstanding following the consummation of the 2018 Notes Tender Offer that are not purchased pursuant to the 2018 Notes Tender Offer.

The 2018 Notes Tender Offer is being made pursuant to the Offer to Purchase, dated March 3, 2017 (as amended by the terms hereof, the "Offer to Purchase"). The terms and conditions of the 2018 Notes Tender Offer are set forth in the Offer to Purchase. Capitalized terms used, but not defined, herein shall have the meaning given to such terms in the Offer to Purchase. Terms defined herein shall supersede the definitions of such terms contained in the Offer to Purchase.

RCI also announced today certain amendments in connection with its previously announced cash tender offer (the "2021 Notes Tender Offer" and, together with the 2018 Notes Tender Offer, the "Tender Offers") to purchase any and all of the Existing Issuers' 8.250% Senior Secured Notes due 2021 (the "2021 Dollar Notes") and 8.500% Senior Secured Notes due 2021 (the "2021 Euro Notes" and, together with the 2021 Dollar Notes, the "2021 Notes" and the 2021 Notes, together with the 2018 Notes, the "Existing Notes").  The 2021 Notes Tender Offer in respect of the 2021 Euro Notes has been terminated. The 2021 Notes Tender Offer in respect of the 2021 Dollar Notes has been amended to provide that RCI will only accept for purchase up to $115.0 million in aggregate principal amount of 2021 Dollar Notes (the "2021 Notes Tender Cap").  The pricing terms for the 2021 Notes Tender Offer in respect of the 2021 Dollar Notes have been amended as follows, which Amended Consideration set forth below (the "Amended Consideration") will be payable with respect to all 2021 Dollar Notes tendered and accepted for purchase at or prior to the Expiration Time, which remains unchanged (and, for the avoidance of doubt, irrespective of whether such 2021 Dollar Notes were tendered at or prior to the previously announced Early Tender Deadline):

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The Amended Consideration set forth above payable to holders whose 2021 Dollar Notes are validly tendered and accepted for purchase is expected to be made on a settlement date that is expected to occur within three business days following the Expiration Time (the "2021 Notes Settlement Date"), plus accrued and unpaid interest on such 2021 Dollar Notes accepted for purchase to, but not including, the 2021 Notes Settlement Date. 2021 Dollar Notes tendered may be validly withdrawn at any time on or prior to the Expiration Time by following the procedures set forth in the Offer to Purchase.

In addition, if 2021 Dollar Notes are validly tendered and not validly withdrawn at or prior to the Expiration Time such that the aggregate principal amount to be purchased of such 2021 Dollar Notes would exceed the 2021 Notes Tender Cap, the amount of 2021 Dollar Notes purchased will be subject to proration. If proration of 2021 Dollar Notes is required, RCI will determine the applicable proration factor as soon as practicable after the Expiration Date, which proration factor will be calculated by dividing the 2021 Notes Tender Cap by the aggregate principal amount of 2021 Dollar Notes tendered in the 2021 Notes Tender Offer at or prior to the Expiration Time.

The 2021 Notes Tender Offer is being made pursuant to the Offer to Purchase. The terms and conditions of the 2021 Notes Tender Offer are set forth in the Offer to Purchase.

The consummation of the Tender Offers is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including among others, the consummation of the expected issuance of senior secured notes, which is expected to generate net proceeds in an amount that is sufficient to effect the purchase of the Existing Notes validly tendered and accepted for purchase pursuant to the Tender Offers, including the payment of any premiums, accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the applicable Settlement Date, and costs and expenses incurred in connection with the foregoing, and the redemption of any outstanding 2018 Notes that are not purchased in the 2018 Notes Tender Offer on terms satisfactory to it in its sole discretion (the "New Debt Financing"), and having funds available therefrom that will allow it to purchase, among other things, the 2018 Notes pursuant to the 2018 Notes Tender Offer and 2021 Notes pursuant to the 2021 Notes Tender Offer.  The Existing Issuers will purchase all of the Existing Notes tendered and accepted for purchase pursuant to the Tender Offers, and will pay the applicable consideration therefor.

RCI also announced today that is has terminated the consent solicitation from holders of 2021 Notes to shorten the minimum notice period for optional redemption of the 2021 Notes under the indenture governing the 2021 Notes, and accordingly, the Existing Issuers and the trustee under the 2021 Notes will not enter into a supplemental indenture. 

Additionally, RCI announced today that the redemption conditions set forth in the conditional notice of redemption, dated March 3, 2017, with respect to the 2021 Notes will not be satisfied on or prior to the redemption date for the 2021 Notes set forth in such conditional notice of redemption, and as a result the redemption of the 2021 Notes pursuant to such conditional notice of redemption will not occur on such redemption date.    

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security.  No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Citigroup Global Markets Inc. is the dealer manager in the Tender Offers.  D.F. King & Co., Inc. has been retained to serve as both the depositary and the information agent for the Tender Offers. Questions regarding the Tender Offers should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (U.S. Toll-Free) or (212) 723-6106 (Collect). Requests for copies of the Offer to Purchase and other related materials should be directed to D.F. King & Co., Inc. at (email) [email protected], (800) 290-6426 (U.S. Toll-Free), (212) 269-5550 (Collect) or at (website) www.dfking.com/raincarbon.

None of RCI, the Existing Issuers, their respective boards of directors, the dealer manager, the depositary or the information agent, the trustee with respect to the Existing Notes or any of RCI's affiliates, makes any recommendation as to whether holders of the Existing Notes should tender any Existing Notes in response to the Tender Offers. The Tender Offers are made only by the Offer to Purchase. The Tender Offers are not being made to holders of Existing Notes 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. In any jurisdiction in which the Tender Offers is required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of RCI by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

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 our 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
This press release contains certain forward-looking information and forward-looking statements as defined in applicable securities laws (collectively referred to as "forward-looking statements"). Forward-looking statements include: statements regarding the terms and timing for completion of the Tender Offers, including the acceptance for purchase of any Existing Notes validly tendered and the expected Early Tender Deadline, Expiration Date and applicable Settlement Date thereof; and the satisfaction or waiver of certain conditions of the Tender Offers, including the Financing Condition.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of RCI to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause actual results to vary include, but are not limited to, inadequate investor response on adequate terms to the issuance of debt intended to satisfy the Financing Condition, conditions in financial markets and investor response to the Tender Offers.

Readers are cautioned against unduly relying on forward-looking statements. Forward-looking statements are made as of the date of the relevant document and, except as required by law, RCI undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise.

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

SOURCE Rain Carbon Inc.