Reworld Holding Corporation Commences Cash Tender Offer and Consent Solicitation for its 5.000% Senior Notes due 2030

FLORHAM PARK, N.J., Aug. 22, 2025 /PRNewswire/ -- Reworld Holding Corporation (the "Company") announced today that it has commenced a cash tender offer for any and all of its outstanding 5.000% Senior Notes due 2030 (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated the date hereof (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") (the "Offer"). In connection with the Offer, and on the terms and subject to the conditions set forth in the Offer Documents, the Company is soliciting consents of holders of the Notes (the "Consent Solicitation") to authorize the elimination of substantially all of the restrictive covenants, all reporting obligations, certain events of default and related provisions contained in the related indenture governing the Notes (the "Proposed Amendments"). 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. A valid withdrawal of tendered Notes at or before the Withdrawal Deadline (as defined hereinafter) will constitute the valid revocation of consents.

The early tender deadline for the Offer is 5:00 p.m., New York City time, on September 5, 2025 (as it may be extended, the "Early Tender Date"), and 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"), in each case, unless earlier terminated by the Company. Notes tendered may be withdrawn at any time at or before 5:00 p.m., New York City time, on September 5, 2025 (as it may be extended, the "Withdrawal Deadline") but not thereafter, except in certain limited circumstances as described in the Offer Documents. The Company may extend an Early Tender Date without extending the related Withdrawal Deadline.

The table below summarizes certain payment terms of the Offer and the Consent Solicitation:

* Per $1,000 principal amount of Notes.

Holders validly tendering the 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.

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 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, (ii) the execution and delivery by the Company and the trustee of the supplemental indenture with respect to the Notes implementing the Proposed Amendments to the indenture, and (iii) the consummation of 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 that the Company will be distributing to holders promptly. 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