Stena International S.A. Announces Tender Offer to Purchase for Cash Any and All of its Outstanding 5.75% Senior Secured Notes due 2024

LUXEMBOURG, Jan. 31, 2023 /PRNewswire/ -- Stena International S.A. (the "Issuer") hereby announces the commencement of a cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 5.75% Senior Secured Notes due 2024 (the "Notes"), guaranteed by Stena AB (the "Company") and certain of its subsidiaries and secured by certain assets of the Company's subsidiaries.

The Tender Offer is made pursuant to the terms and subject to the conditions described in the offer to purchase, dated January 31, 2023 (as it may be amended or supplemented, the "Offer to Purchase") and the related notice of guaranteed delivery (as it may be amended or supplemented, the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase.

The Tender Offer is scheduled to expire at 5:00 p.m. New York City Time on February 6, 2023, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as each may be extended, the "Expiration Time"). Holders of the Notes who validly tender (and do not validly withdraw) their Notes prior to the Expiration Time, or who comply with the procedures set forth in the Notice of Guaranteed Delivery, will be eligible to receive in cash $1,012.50 for each $1,000 principal amount of Notes that are accepted for purchase in the Tender Offer (the "Purchase Price"), plus accrued and unpaid interest on such Notes from the September 1, 2022 interest payment date up to, but not including, the settlement date for the Tender Offer, which is expected to be February 9, 2023 (the "Settlement Date"). The settlement date for any Notes tendered pursuant to a Notice of Guaranteed Delivery is also expected to be the Settlement Date. All accrued and unpaid interest on the Notes will cease to accrue on the Settlement Date for all Notes accepted for purchase pursuant to the Tender Offer, including those tendered pursuant to the Notice of Guaranteed Delivery.

Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.

* Per $1,000 principal amount of Notes.

Tendered Notes may be validly withdrawn at any time (i) at or prior to the earlier of (x) the Expiration Time and (y) in the event the Tender Offer is extended, the tenth business day after commencement of the Tender Offer, and (ii) after the 60th business day after the commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after the commencement of the Tender Offer.

The Tender Offer is conditioned upon the satisfaction of certain conditions that may be waived or changed, including the completion by the Issuer of an offering (the "Notes Offering") of senior secured notes (the "New Notes") on terms satisfactory to the Issuer in its sole discretion, generating aggregate proceeds (before underwriters' discounts and commissions and other offering expenses) of at least $350 million and conversion of such foregoing aggregate proceeds from the proposed Notes Offering from the currency in which it is issued to the U.S. dollars required to fund the Tender Offer in an amount at least equal to the aggregate amount required to fund the Tender Offer. The Tender Offer is not conditioned upon any minimum amount of  Notes being tendered, and the Notes Offering is not conditioned on the completion of the Tender Offer. The Tender Offer may be amended, extended, terminated or withdrawn in the Company's sole discretion and subject to applicable law.

There is no assurance that the Tender Offer will be subscribed for in any amount. The Company intends to redeem, in accordance with the terms of the indenture governing the Notes, any of the Notes that remain outstanding after the expiration of the Tender Offer. The redemption price of the Notes, excluding accrued but unpaid interest, on the redemption date, which may be as early as March 2023, is expected to be 101.00% of their principal amount, which is less than the Purchase Price.

The Company has retained J.P. Morgan Securities LLC to serve as the exclusive dealer manager for the Tender Offer and D.F. King & Co., Inc. to serve as the tender agent and information agent for the Tender Offer.

Questions regarding the terms of the offer may be directed to J.P. Morgan Securities LLC by calling (866) 834-4666 (toll-free) or (212) 834-3554 (collect). Requests for documents should be directed to D.F. King & Co., Inc. by calling (212) 269-5550 (for banks and brokers), or (800) 967-4617 (for all others toll free), or emailing [email protected]. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: http://www.dfking.com/stena.

None of the Issuer, the Company, their boards of directors, the dealer manager or D.F. King, or any of their respective affiliates, is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer. Holders should make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.

This press release does not constitute an offer to buy nor a solicitation of an offer to sell any Notes or any other securities of the Issuer or the Company, including the New Notes, nor shall it constitute a notice of redemption under the indenture governing the Notes, nor will there be any offer or sale of any Notes or other securities, including the New Notes, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Stena International S.A.

Stena International S.A., a holding company and a direct subsidiary of Stena AB, was founded on November 15, 2004 as a société anonyme incorporated under the laws of Luxembourg.

About Stena AB

Stena AB is one of the largest privately owned companies in Sweden. Stena AB owns and operates one of the world's largest international passenger and freight ferry services and owns, charters and operates offshore drilling units, drilling rigs, crude oil and petroleum product tankers, LNG carriers and Roll on/Roll off vessels. Stena AB also invests in and manages residential and commercial real estate, principally in Sweden and has investments in other businesses not related to our traditional lines of business.

NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

The New Notes will not be or have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Act.

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 under various securities laws. These statements include statements about the tender offer and expected redemption and related matters. 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 International S.A.