Rain Carbon Inc. Announces Launch of Senior Secured Notes Offering

STAMFORD, Conn., July 26, 2023 /PRNewswire/ -- Rain Carbon Inc. (the "Company") announced today that it has commenced an offering of $450.0 million aggregate principal amount of senior secured notes due 2029 (the "Notes"). The Notes will be guaranteed by the Company's wholly-owned restricted subsidiaries that guarantee the Company's senior secured credit facilities.

The Company intends to use the net proceeds of the Notes, together with cash on hand, (i) to pay the tender price of up to $480.0 million aggregate principal amount of its outstanding 7.250% Senior Secured Notes due 2025 (the "2025 Notes") tendered in connection with an offer to purchase that the Company has announced separately today and (ii) if necessary, to redeem an aggregate principal amount of 2025 Notes equal to $480.0 million less the aggregate principal amount of the 2025 Notes validly tendered in the offer to purchase. 

The Notes and the related guarantees will only be offered to qualified institutional buyers in the United States pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and outside the United States pursuant to Regulation S under the Securities Act.  The Notes and the related guarantees have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.  There shall not be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes, the 2025 Notes or any other securities in the United States and shall not constitute an offer, solicitation or sale of the Notes, the 2025 Notes or any other securities in any jurisdiction where such offering or sale would be unlawful. Any offer to purchase the 2025 Notes will be made solely on the terms and subject to the conditions set forth in a separate offer to purchase that will be directed to holders of the 2025 Notes. This press release does not constitute a notice of redemption for purposes of the redemption provisions contained in the indenture governing the 2025 Notes. Any notice of redemption of the 2025 Notes has been delivered pursuant to a separate conditional notice of redemption delivered in accordance with the terms of the indenture governing the 2025 Notes.

About Rain Carbon Inc.

Rain Carbon Inc. is a leading vertically integrated global producer of carbon-based products that are essential raw materials for staples of everyday life. We operate in two business segments: Carbon and Advanced Materials. Our Carbon business segment converts the byproducts of oil refining and steel production into high-value, carbon-based products that are critical raw materials for the aluminum, graphite electrode, carbon black, wood preservation, titanium dioxide, refractory and several other global industries. Our Advanced Materials business segment extends the value chain of our carbon processing through the innovative downstream transformation of a portion of our carbon output and other raw materials into high-value, eco-friendly and advanced-material products that are critical raw materials for the specialty chemicals, coatings, construction, automotive, petroleum and several other global industries.

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 the Company's plan to issue the Notes.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company 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, the closing of the Company's offering of the Notes, conditions in financial markets and investor response to the Company's offering of the Notes.

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, the Company 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.

Press Contact

Alan Chapple
Rain Carbon Inc.
Ten Signal Road, Stamford, CT USA
Tel +1 203 517 2818
alan.chapple@raincarbon.com

SOURCE Rain Carbon Inc.