Stena AB Announces Partial Tender Offer for 7.00% Senior Notes due 2024

GOTHENBURG, Sweden, May 18, 2021 /PRNewswire/ -- Stena AB (the "Company") announced today the commencement of a cash tender offer (the "Tender Offer") to purchase its 7.00% Senior Notes due 2024 (the "Notes") in a principal amount of up to $250,000,000 (the "Tender Cap"), as described in the table below:

Certain Information Regarding the Tender Offer

Holders should take note of the following important dates in connection with the Tender Offer:

The above times and dates are subject to our right, in our sole discretion, to extend, amend and/or terminate the Tender Offer (subject to applicable law and as provided in this Offer to Purchase) at any time at or prior to the Expiration Date. Holders of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, an offer before the deadlines specified in this Offer to Purchase. The deadlines set by any such intermediary and the applicable Clearing System for the submission of tender instructions will be earlier than the relevant deadlines specified above. We will have no obligation to pay interest by reason of any delay by the Information Agent, the Tender Agent or the Clearing Systems in making payments to Holders.

The Tender Offer commenced today, upon the terms and subject to the conditions set forth in the Offer to Purchase dated as of May 18, 2021 (the "Offer to Purchase"). The Tender Offer will expire at 11:59 p.m., New York City time, on June 15, 2021, unless the Company extends the Tender Offer (the date and time, as the Tender Offer may be extended, the "Expiration Date"), unless earlier terminated. Holders of any Notes that validly tender, and do not validly withdraw at or prior to the Withdrawal Deadline (as defined below), their Notes at or prior to 5:00 p.m., New York City time, on June 1, 2021 (such date and time, as it may be extended the "Early Tender Date"), will be eligible to receive the Total Consideration as set forth in the table above per $1,000 principal amount of the Notes, which is equal to the Base Consideration as set forth in the table above plus the Early Tender Premium as set forth in the table above, plus accrued and unpaid interest on the Notes from the last interest payment date for the Notes up to, but not including, the applicable settlement date ("Accrued Interest"). Holders of any Notes that validly tender their Notes after the Early Tender Date but at or prior to the Expiration Date, will only be eligible to receive the Base Consideration plus Accrued Interest. Any Notes tendered pursuant to the Tender Offer may be withdrawn at or prior to, but not after, 5:00 p.m. New York City time, on June 1, 2021 (such date and time, as may be extended, the "Withdrawal Deadline"). The settlement date for Notes that are tendered on or prior to the Early Tender Date is expected to be June 3, 2021, the second business day following the Early Tender Date. The settlement date for Notes that are tendered following the Early Tender Date but on or prior to the Expiration Date is expected to be June 17, 2021, the second business day following the Expiration Date.

If any Notes are validly tendered and the principal amount of such tendered Notes exceeds the Tender Cap, any principal amount of the Notes accepted for payment and purchased, on the terms and subject to the conditions of the Tender Offer, will be prorated based on the principal amount of validly tendered Notes, subject to the Tender Cap and any prior purchase of Notes on any Early Settlement Date as described below.

Any Notes that are validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) will have priority over any Notes that are validly tendered after the Early Tender Date. Accordingly, if the principal amount of any Notes validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) equals or exceeds the Tender Cap, no Notes validly tendered after the Early Tender Date will be accepted for purchase.

The Company reserves the right, but is under no obligation, on any day following the Early Tender Date and prior to the Expiration Date (any such day, an "Early Settlement Date"), to accept for purchase and payment, or to purchase and pay for, any Notes validly tendered prior to such Early Settlement Date (and not withdrawn at or prior to the Withdrawal Deadline), subject to satisfaction or, as applicable, waiver of the conditions to the Tender Offer.

The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend the Early Tender Date, the Withdrawal Deadline or the Expiration Date or terminate the Tender Offer, (iii) increase or decrease the Tender Cap, or (iv) otherwise amend the Tender Offer, in any respect, including to change the consideration offered.

The Company's obligation to accept for purchase and to pay for any Notes validly tendered in the Tender Offer is subject to the satisfaction or, as applicable, waiver of certain conditions, as more fully described in the Offer to Purchase.

Notes may be tendered only in principal amounts equal to $200,000 or any integral multiple of $1,000 in excess thereof.

J.P. Morgan AG is acting as dealer manager for the Tender Offer. Questions regarding the Tender Offer may be directed to J.P. Morgan AG  at +44 20 7134 2468.

D.F. King & Co., Inc. is acting as tender and information agent for the Tender Offer. Requests for copies of the Offer to Purchase may be directed to D.F. King & Co., Inc. at (212) 269-5550 (banks and brokers), (866) 207-3626 or email at [email protected].

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any Notes. The Tender Offer is not being made 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. No recommendation is made as to whether or not holders of any Notes should tender their Notes pursuant to the Tender Offer. The Tender Offer is being made solely pursuant to the Offer to Purchase, which more fully sets forth and governs the terms and conditions of the Tender Offer. The Offer to Purchase contains important information and should be read carefully before any decision is made with respect to the Tender Offer.

About Stena AB

Stena AB is one of the largest privately held companies in Sweden and a leading participant in the worldwide shipping industry. Stena AB owns and operates one of the world's largest international passenger and freight ferry services and owns and charters drilling rigs, Roll-on/Roll-off vessels and crude oil and petroleum product tankers. Stena AB also invests in and manages residential and commercial real estate, principally in Sweden and The Netherlands.

Forward-Looking Statements

Some of the statements in this press release and the documents incorporated by reference in this press release constitute forward-looking statements within the meaning applicable securities laws. These statements include statements about the tender offer. In some cases, you can identify forward-looking statements by terms such as "may," "will," "would," "could," "should," "believes," "estimates," "projects," "potential," "expects," "plans," "anticipates," "intends," "continues" and similar expressions intended to identify forward-looking statements These forward looking statements are subject to risks and uncertainties including those discussed in the Offer to Purchase published in connection with the tender offer. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements made in this press release or elsewhere as a result of new information, future events or otherwise.

Investor and Media Contact: Peter Claesson
[email protected]
+46 704 855 144

SOURCE Stena AB