Solvay completes liability management process
September 27 2023 - 11:19AM
Solvay completes liability management process
Solvay completes liability management process
USD 2025 Bonds to be redeemed
Brussels, September 27, 2023, 6.15pm CEST
Solvay SA (“Solvay” or the “Company”) announced
today that it intends to exercise its issuer make-whole call option
under the terms of the indenture governing the 4.450% Senior Notes
due 2025 issued by Solvay Finance (America), LLC for an amount
outstanding of USD 800,000,000 and guaranteed by the Company
(CUSIP: 834423 AB1 / U8344P AB5) (the “USD 2025 Bonds”). The
redemption of the USD 2025 Bonds offers the most value-creating
outcome for holders of those Bonds and will be funded with bank
facilities that Solvay currently has in place. The additional
funding cost for the anticipated long-term refinancing of the USD
2025 Bonds is estimated at approximately EUR 10 million per year
(after tax) over the next two years, under current market
conditions.
The 3.95% Senior Notes due 2025 issued by Cytec
Industries Inc. (CUSIP: 232820 AK6) (the “Cytec 2025 Bonds” and,
together with the USD 2025 Bonds, the “US Bonds”) will remain
outstanding for an amount of USD 163,495,000, as currently.
Solvay will remain the guarantor of the Cytec 2025 Bonds and,
effective upon completion of the contemplated partial demerger of
Solvay, Specialty HoldCo Belgium will provide a counter-guarantee
to Solvay for any payments to be made under the Cytec 2025
Bonds.
The decisions on the US Bonds mark the final
steps of Solvay’s liability management process that began in August
2023 in preparation of Solvay’s planned separation into two
independent, investment-grade rated listed companies, Specialty
Holdco Belgium (expected to be renamed “Syensqo”) and EssentialCo
(which will keep the Solvay name), that is intended to take place
by means of a partial demerger of Solvay under Belgian law in
December 2023.
IMPORTANT LEGAL INFORMATION
Nothing in this announcement constitutes or
contemplates an offer of, an offer to purchase or the solicitation
of an offer to sell any security in any jurisdiction.
The contemplated separation of Solvay is subject
to general market conditions and customary closing conditions,
including final approval by the Board of Directors of Solvay,
consent of certain financing providers and shareholder approval at
an extraordinary general meeting, and is expected to be completed
in December 2023. There can be no assurance, however, regarding the
ultimate timing of the separation or that the separation will
actually be completed. The Company will keep the market informed if
and when appropriate.
This press release is for informational purposes
only and is not intended to, and does not, constitute an offer or
invitation to sell or solicitation of an offer to subscribe for or
buy, or an invitation to purchase or subscribe for, any securities
of the Company or Specialty Holdco Belgium SRL (“SpecialtyCo”), any
part of the business or assets described herein, or any other
interests or the solicitation of any vote or approval in any
jurisdiction in connection with the transactions described herein
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
This press release should not be construed in any manner as a
recommendation to any reader thereof.
This press release is not a prospectus or other
offering document for the purposes of Regulation (EU) 2017/1129 of
June 14, 2017 (as amended, the “Prospectus Regulation”).
The distribution of this press release may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes, should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This press release is directed solely to persons
in the United Kingdom who (i) have professional experience in
matters relating to investments, such persons falling within the
definition of "investment professionals" in Article 19(5) of the
FSMA (Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”) or (ii) are persons falling within Article
49(2)(a) to (d) of the Financial Promotion Order or other persons
to whom it may lawfully be communicated or caused to be
communicated, (all such persons together being referred to as
“relevant persons”). This press release is directed only to
relevant persons and must not be acted on or relied on by persons
who are not relevant persons.
The securities referred to in this announcement
have not been and will not be registered under the US Securities
Act of 1933 (the “Securities Act”) and may not be offered or sold
in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act.
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED
STATES TO PERSONS OTHER THAN “U.S. PERSONS” (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”)).
- 20230927-final make whole-EN
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