Rain CII Carbon LLC Announces Tender Offer and Consent Solicitation For 11.125% Senior Subordinated Notes Due 2015

NEW YORK, Nov. 12, 2010 /PRNewswire/ -- Rain CII Carbon LLC (formerly known as CII Carbon, L.L.C.) ("Rain CII") announced today that it has commenced a cash tender offer for any and all of 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").

Rain CII also announced a concurrent consent solicitation for proposed amendments to the indenture under which the Notes were issued.  The tender offer and the consent solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated November 12, 2010 (the "Offer to Purchase"), and the related Letter of Transmittal.

The tender offer will expire at midnight, New York City time, on Monday, December 13, 2010, unless extended or earlier terminated (such date and time with respect to the tender offer, as the same may be extended for the tender offer, the "Expiration Time").  In order to be eligible to receive the total consideration (as described below) for tendered Notes, holders must validly tender (and not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on Tuesday, November 23, 2010, unless extended (such date and time with respect to the consent solicitation, the "Consent Deadline").

The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including, among others, (1) the receipt by Rain CII of consents validly delivered (and not validly revoked) at or prior to the Consent Deadline representing a majority in aggregate principal amount of all outstanding Notes, excluding any Notes that are owned by Rain CII, CII Carbon Corp. (a wholly-owned subsidiary of Rain CII and the corporate co-issuer of the Notes) or their affiliates, and (2) the receipt by Rain CII of sufficient financing pursuant to a planned simultaneous private placement of debt to repurchase tendered Notes, and to pay for the related consents, in each case as described in further detail in the Offer to Purchase.

The total consideration for each $1,000 in outstanding principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the tender offer will be an amount equal to $1,105.00, payable in cash to holders that validly deliver their Notes at or prior to the Consent Deadline, plus accrued interest.

The total consideration set forth above includes a consent payment of $30.00 per $1,000 in outstanding principal amount of Notes payable only to holders that validly tender (and do not validly withdraw) their Notes and validly deliver (and do not validly revoke) their consents at or prior to the Consent Deadline.  Holders of Notes validly tendered after the Consent Deadline will not receive a consent payment.

Notes may be validly withdrawn, and the related consents may be validly revoked, at any time at or prior to the earlier of (a) 5:00 p.m., New York City time on Tuesday, November 23, 2010 and (b) the date and time that the supplemental indenture to the indenture governing the Notes is fully executed, which is expected to be upon or promptly following the receipt of the consents required to approve such supplemental indenture (the earlier of such dates and times, the "Withdrawal Time").  Tendered Notes and delivered consents may not be validly withdrawn or validly revoked after the Withdrawal Time, except under certain limited circumstances as described in the Offer to Purchase.

If the proposed amendments to the indenture governing the Notes become effective and operative, they will eliminate from the indenture substantially all of the restrictive covenants, certain affirmative covenants, certain events of default, certain conditions to legal defeasance or covenant defeasance, and all of the restrictions on the ability of Rain CII, its affiliate Rain CII Carbon (India) Limited (formerly known as Rain Industries Limited, as successor to Rain Calcining Limited), an Indian corporation ("RCCIL"), and their subsidiaries, as applicable, to consummate, and will waive any and all defaults resulting from the consummation of, the private placement of debt referenced above to fund the tender offer and consent solicitation.  Holders may not deliver consents to the proposed amendments without validly tendering the related Notes in the tender offer, and may not revoke their consents without withdrawing the previously tendered Notes to which they relate.

Rain CII has engaged Citigroup Global Markets Inc. and Goldman, Sachs & Co. as Dealer Managers and Solicitation Agents for the tender offer and consent solicitation.  Persons with questions regarding the tenders offer or the consent solicitation should contact Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect), or Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 902-5183 (collect).  Requests for documents should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offer and consent solicitation, at (212) 430-3774 (for banks and brokers) or (866) 488-1500 (for holders of Notes, toll free).

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 are being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase that Rain CII is distributing to holders of the Notes.  The tender offer and consent solicitation are 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, blue sky or other laws of such jurisdiction.

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, including statements regarding the payment of total consideration and tender offer consideration, the elimination of restrictive covenants, certain affirmative covenants, certain events of default, certain conditions to legal defeasance or covenant defeasance, and all of the restrictions on the ability of Rain CII, RCCIL and their subsidiaries, as applicable, to consummate, and the waiver of any and all defaults resulting from the consummation of, the restructuring transactions and the financing transactions described in the Offer to Purchase.  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, including, but not limited to, completion of the tender offer and the receipt of consents sufficient to approve the proposed amendments to the indenture governing the Notes.  Therefore, the reader is cautioned not to rely on these forward-looking statements.

SOURCE Rain CII Carbon LLC