Reworld Holding Corporation Announces Early Results of its Cash Tender Offer and Consent Solicitation for its 5.000% Senior Notes due 2030

FLORHAM PARK, N.J., Sept. 6, 2025 /PRNewswire/ -- Reworld Holding Corporation (the "Company") announced today that, as of 5:00 p.m., New York City time, on September 5, 2025 (the "Early Tender Date"), as reported by the information and tender agent, in connection with the Company's previously announced cash tender offer (the "Offer") and related consent solicitation (the "Consent Solicitation") in respect of any and all of its outstanding 5.000% Senior Notes due 2030 (the "Notes"), it had received tenders and consents from holders of approximately $377,338,000 aggregate principal amount, or 94.33%, of the outstanding Notes.

On September 5, 2025, the Company and Computershare Trust Company, N.A., as trustee (the "Trustee"), executed a supplemental indenture with respect to the Notes (the "Supplemental Indenture") to authorize the elimination of substantially all of the restrictive covenants, all reporting obligations, certain events of default and related provisions contained in the indenture governing the Notes (the "Proposed Amendments").  The Proposed Amendments, however, will not become operative until the Company has accepted for purchase Notes that have been validly tendered representing at least a majority of the aggregate principal amount of the Notes then outstanding pursuant to the Offer.

The deadline to validly withdraw tenders of Notes in the Offer was 5:00 p.m., New York City time, on September 5, 2025 (such time and date, the "Withdrawal Deadline"); therefore, Notes that have been tendered and not validly withdrawn, and Notes tendered after such date and time, may not be withdrawn unless otherwise required by applicable law.

The table below sets forth certain information regarding the Offer and the Consent Solicitation:

Holders who have validly tendered Notes at or before the Early Tender Date will be eligible to receive the Total Consideration with respect to the Notes tendered. Holders validly tendering Notes after the Early Tender Date but at or before the Expiration Date will be eligible to receive only the Tender Consideration for the Notes, which is equal to the Total Consideration less the Early Participation Premium. In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date of the Notes up to, but not including, the applicable settlement date for the Notes.

The Offer will expire at 5:00 p.m., New York City time, on September 22, 2025 (as it may be extended, the "Expiration Date"), unless earlier terminated by the Company. Subject to the terms and conditions of the Offer being satisfied or waived, the Company will, following the Expiration Date, accept for purchase all Notes validly tendered at or before the Expiration Date (and not validly withdrawn at or before the Withdrawal Deadline). The Company will pay the Total Consideration or the Tender Consideration, as the case may be, for the Notes accepted for purchase promptly following the acceptance of the Notes for purchase. 

The Offer and Consent Solicitation are being made upon the terms and subject to the conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated August 22, 2025 (as it may be amended or supplemented from time to time, the "Statement"), and in the related tender offer documents (as may be amended or supplemented from time to time, and collectively with the Statement, the "Offer Documents"). Holders may not tender their Notes without delivering their consents to the Proposed Amendments and may not deliver consents to the Proposed Amendments without tendering their related Notes.

The Company's obligation to consummate the Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement, including, among others, (i) the receipt of validly delivered consents to the Proposed Amendments from holders representing at least a majority of the aggregate principal amount of the Notes then outstanding (which, as described above, have been received as of the date hereof), (ii) the execution and delivery by the Company and the Trustee of the Supplemental Indenture implementing the Proposed Amendments to the indenture governing the Notes (which, as described above, has been executed and delivered as of the date hereof), and (iii) the consummation of a debt financing on terms satisfactory to the Company that yields sufficient net cash proceeds to fund the Total Consideration for all of the outstanding Notes.

Barclays Capital Inc. is acting as dealer manager and solicitation agent (the "Dealer Manager and Solicitation Agent") for the Offer and the Consent Solicitation. Questions regarding the terms of the Offer and the Consent Solicitation can be directed to the Dealer Manager and Solicitation Agent at (800) 438-3242 (toll free) and (212) 528-7581 (collect).

The information and tender agent for the Offer and Consent Solicitation is Global Bondholder Services Corporation. Holders with questions or who would like additional copies of the Offer Documents may call Global Bondholder Services Corporation, toll-free at (866) 807-2200 or (212) 430-3774 (collect).

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The Offer and the Consent Solicitation are being made only pursuant to the Offer Documents. Holders and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the Offer and the Consent Solicitation. None of the Company, the Dealer Manager and Solicitation Agent, the information and tender 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 Offer or deliver their consents in the Consent Solicitation.

About Reworld Holding Corporation

Reworld Holding Corporation or Reworld™, headquartered in Florham Park, New Jersey, is a leader in sustainable waste solutions, providing innovative and environmentally responsible services to a global community. Reworld™ is committed to advancing zero waste initiatives and supporting sustainability goals through state-of-the-art technologies that reimagine, reduce, reuse, recycle, recover, and renew. For more information, visit www.reworldwaste.com.

Cautionary Statement on Forward-Looking Statements

Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of the applicable securities laws. Certain statements in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the Company's future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee", "ensure" or other similar expressions concerning matters that are not historical facts. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company will not update these statements unless applicable securities laws require it to do so.

SOURCE Reworld Holding Corporation