Unigel announces pricing of US$ denominated senior unsecured notes and expected completion of financing condition of its Tender Offer and Consent Solicitation

SÃO PAULO, Sept. 26, 2019 /PRNewswire/ -- Unigel Participações S.A., Latin America's largest acrylics and styrenics company in terms of nominal production capacity, announced today that it has priced, on the date hereof, a Rule 144A / Reg S offering of senior unsecured notes in the aggregate amount of US$420,000,000.00 (the "Unsecured Notes") (the "Unsecured Notes Offering") to be issued by its finance subsidiary, Unigel Luxembourg S.A. ("Unigel Luxembourg"). The Notes, which will mature on October 1, 2026, will be issued with a coupon of 8.75% per year, payable semi-annually in arrears, beginning on April 1, 2020.

Unigel intends to use the net proceeds of the Unsecured Notes Offering to repay existing indebtedness (substantially comprised of 10.500% Senior Secured Notes due 2024 issued by Unigel Luxembourg (144A CUSIP/ISIN Nos. 904752AA0/US904752AA01 and Reg S L9467UAA5/USL9467UAA53) (the "Secured Notes") accept for purchase by it in the context of its previously announced cash tender offer and solicitation of consents (the "Tender Offer and Consent Solicitation") and export prepayment agreements entered into with Banco do Brasil and Bradesco), with the remainder of the proceeds to be used for general corporate purposes.

Unigel also announces that upon closing of the Unsecured Notes Offering, which is currently expected to take place on October 1, 2019, the Financing Condition under the Tender Offer and Consent Solicitation will be met, and accordingly, payment for the Secured Notes validly tendered under the Tender Offer and Consent Solicitation at or prior to 5:00 p.m., New York City time, on September 24, 2019 (the "Early Tender Date") is expected to be made as promptly as possible thereafter (the "Initial Settlement Date").  Payment for Secured Notes validly tendered under the Tender Offer and Consent Solicitation after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on October 8, 2019, unless further extended (the "Expiration Date") is expected to be made on October 9, 2018.

Completion of the Tender Offer and Consent Solicitation is subject to customary conditions (including the Financing Condition). If Unigel Luxembourg proceeds with Initial Settlement, all conditions to the Tender Offer and Consent Solicitation will be deemed to be satisfied or waived, and Unigel Luxembourg will thereafter accept for purchase and pay for any Secured Notes validly tendered in the Tender Offer and Consent Solicitation at or prior to the Early Tender Date.

Unigel Luxembourg reserves the absolute right to amend or terminate the Tender Offer and Consent Solicitation in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Tender Offer and Consent Solicitation, Secured Notes tendered and not accepted for purchase pursuant to the Tender Offer and Consent Solicitation will be promptly returned to the tendering holders.

Copies of the Tender Offer and Consent Solicitation Statement, dated September 11, 2019 (the "Offer to Purchase Statement") may be obtained from the Tender Agent and Information Agent by telephone at +1(800) 992-3086 (U.S. toll free) and +1 (212) 269-5550 (collect), in writing at 48 Wall Street, 22nd Floor New York, New York 10005, Attention: Mei Zheng, or by email to [email protected].

Disclaimer for the Unsecured Notes Offering

The Unsecured Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration requirements. The Unsecured Notes are being sold exclusively to qualified institutional buyers, as defined under Rule 144A of the Securities Act, and to non-U.S. persons pursuant to Regulation S under the Securities Act. The Unsecured Notes have not been, and will not be, registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM). The Unsecured Notes were not offered and will not be sold in Brazil, except in circumstances that do not constitute a public offering or unauthorized distribution under Brazilian laws and regulations. Unigel will apply to the Singapore Exchange Securities Trading Limited, or the SGX-ST, for permission to list the Unsecured Notes on the main board of the SGX-ST.

Disclaimer for the Tender Offer and Consent Solicitation

None of Unigel Luxembourg, the Dealer Manager, the Tender Agent and Information Agent or the trustee for the Secured Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Secured Notes in response to the Tender Offer and Consent Solicitation or expressing any opinion as to whether the terms of the Tender Offer and Consent Solicitation are fair to any holder.  Holders must make their own decision as to whether to tender any of their Secured Notes and, if so, the principal amount of Secured Notes to tender.  Please refer to the Offer to Purchase Statement for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and Consent Solicitation.

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 securities. The Tender Offer and Consent Solicitation is being made solely by means of the Offer to Purchase Statement. The Tender Offer and Consent Solicitation is 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. In those jurisdictions where the securities, blue sky or other laws require any tender offer and consent solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of Unigel Luxembourg by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Forward-looking statements made by Unigel Luxembourg in this announcement, or elsewhere, speak only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is impossible for Unigel Luxembourg to predict these events or how they may affect it or Unigel's anticipated results. Neither Unigel nor Unigel Luxembourg has any duty to, and does not intend to, update or revise the forward-looking statements in this announcement, except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that any forward-looking statement made in this announcement may not occur, including, but not limited to, Unigel Luxembourg's ability to effect the Tender Offer and Consent Solicitation or satisfy or waive any conditions thereto. All data presented herein is as of the date of this announcement unless otherwise noted.

Investor Relations

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About Unigel

Unigel is the largest acrylics and styrenics company in Latin America, in terms of nominal production capacity (based on data from IHS and ABIQUIM). Its proven operational track record goes back to 1966, when it started producing thermoplastic resins with its own proprietary technology in São Paulo, Brazil. Today, it is a vertically integrated chemicals company that produces a diversified portfolio of chemical, petrochemical, plastic products and fertilizers from multiple facilities in Brazil and Mexico. As of June 2019, it was the sole producer of acrylonitrile and MMA in Latin America (based on data from IHS) and it had the second largest nominal production capacity of styrene and polystyrene (combined) in Latin America (based on data from IHS and ABIQUIM).

Unigel operates several chemical plants distributed in three main regions (Bahia, São Paulo and Mexico), strategically located near (i) petrochemical complexes, from where it is supplied with its main raw materials, and (ii) its key markets. Unigel serves multiple customers from a broad spectrum of industries, including construction, automotive, home appliances, electronics, agriculture, textile, mining, packaging and health care. Over the past five decades, Unigel has developed a strong relationship with the largest suppliers and end-users in the petrochemical industry in Latin America and has developed state-of-the-art facilities and proprietary technology to provide its clients innovative solutions and products.

SOURCE Unigel Luxembourg S.A.