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Kraton Polymers LLC Announces Execution of Supplemental Indenture and Early Results for the Previously Announced Tender Offer and Consent Solicitation for the 6.75% Senior Notes Due 2019
HOUSTON, Dec.15, 2015 /PRNewswire/ — Kraton Polymers LLC (the “Company”) announced today the early tender results as of 5:00 p.m. New York City time on December 14, 2015 (the “Consent Payment Deadline”) for its previously announced cash tender offer and consent solicitation with respect to the Company’s outstanding 6.75% Senior Notes due 2019 that were co-issued by Kraton Polymers Capital Corporation (the “Notes”) pursuant to its Offer to Purchase and Consent Solicitation Statement dated December 1, 2015 (the “Offer to Purchase”). The Company is a wholly-owned subsidiary of Kraton Performance Polymers, Inc. (NYSE: KRA) (“KPPI” and, together with its subsidiaries including the Company, “Kraton”), a leading global producer of styrenic block copolymers (“SBCs”).
As a result of receiving tenders and related consents from holders representing a majority in principal amount outstanding of the Notes, the Company, Kraton Polymers Capital Corporation, the trustee for the indenture governing the Notes (the “Indenture”) and certain guarantors party to the Indenture executed a supplemental indenture (the “Supplemental Indenture”) on December 14, 2015. the Supplemental Indenture gives effect to the proposed amendments described in the Offer to Purchase and amends the Indenture to, among other things, eliminate or modify substantially all of the restrictive covenants, certain events of default and related provisions in the Indenture. the changes made by the Supplemental Indenture will not become operative unless and until the Company purchases all Notes tendered on or before the Consent Payment Deadline (the “Early Tenders”). the Company’s obligation to purchase Notes remains subject to the satisfaction or waiver of certain conditions, including the Financing Condition and the Acquisition Condition, each as specified in the Offer to Purchase. Once operative, the Supplemental Indenture will be binding on all holders of Notes, even those whose Notes were not validly tendered on or before the Consent Payment Deadline and accepted for purchase, as described in the Offer to Purchase.
As of the Consent Payment Deadline, $249,386,000 in aggregate principal amount, or approximately 71.25%, of the Notes outstanding had been validly tendered and not validly withdrawn. Pursuant to the terms of the Offer to Purchase, the execution of the Supplemental Indenture on December 14, 2015 constituted the withdrawal deadline, after which tenders of Notes may not be validly withdrawn and consents delivered with respect to the Notes may not be validly revoked, except in the limited circumstances described in the Offer to Purchase.
The Company intends to accept the Early Tenders for purchase (such date, the “Early Settlement Date”) following the consummation of our previously announced acquisition of Arizona Chemical Holdings Corporation including the debt financing in connection therewith, which is expected to occur subsequent to December 16, 2015, the previously announced Early Settlement Date. a subsequent announcement will follow if and when the date for acceptance and settlement of Early Tenders has been fixed.
Holders of Notes may still tender their Notes pursuant to the Offer to Purchase until 11:59 p.m., New York City time, on December 29, 2015, unless the tender offer and consent solicitation is extended or earlier terminated by the Company. However, holders who validly tender (and do not validly withdraw) their Notes and validly deliver (and do not validly revoke) their consents after the Consent Payment Deadline will not be entitled to receive the previously announced consent payment of $30.00 per $1,000 principal amount of Notes.
Requests for tender offer documents may be directed to D.F. King & Co., Inc., the information agent, at the following address: 48 Wall Street, 22nd Floor, New York, N.Y. 10005. the information agent may be telephoned by banks and brokers at 212-269-5550 and by all others at 866-796-7179 or emailed at kra@dfking.com. the dealer manager and solicitation agent for the tender offer is Credit Suisse Securities (USA) LLC. Questions regarding the tender offer and consent solicitation may be directed to the dealer manager and solicitation agent, Attention: Liability Management Group, at 11 Madison Avenue, New York, N.Y. 10010. the dealer manager and solicitation agent may be telephoned at 212-538-2147 or toll-free at 800-820-1653.
To the extent that any Notes are not validly tendered in the tender offer, the Company intends to redeem such Notes on March 1, 2016 pursuant to the redemption and satisfaction and discharge provisions of the Indenture at a redemption price equal to 101.688% of the principal amount redeemed thereby, plus accrued and unpaid interest, if any, to the redemption date. the Company intends to deliver an irrevocable notice of redemption to the trustee following the consummation of our previously announced acquisition of Arizona Chemical Holdings Corporation including the debt financing in connection therewith, which is expected to occur subsequent to December 16, 2015, the previously announced Early Settlement Date. However, no assurance can be given that such untendered Notes will be redeemed as contemplated or at all. Neither the Offer to Purchase nor the accompanying Consent and Letter of Transmittal constitute a notice of redemption.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. the tender offer is being made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. Holders are urged to read the Offer to Purchase and Letter of Transmittal carefully before making any decision with respect to the tender offer and consent solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of the Company, the dealer manager and solicitation agent or the tender agent, information agent or trustee makes any recommendations as to whether holders should tender their Notes pursuant to the tender offer or provide the related consents, and no one has been authorized to make such a recommendation.
Kraton Corporationについて
Kraton Corporationは、再生可能な資源から派生する特殊ポリマーおよび高付加価値の高性能製品の製造で世界をリードする企業です。Kratonのポリマーは、接着剤、コーティング剤、消費者向けおよびパーソナルケア製品、シーリング剤、潤滑剤、医療用製品、包装用製品、自動車用製品、舗装用製品、屋根用製品など、幅広い用途で使用されています。松由来の化学製品業界における世界最大のグローバルプロバイダーとして、同社の松由来の特殊製品は接着剤、道路および建設、タイヤ市場に販売されており、燃料添加剤、油田用化学製品、コーティング剤、金属加工油および潤滑油、インク、鉱業などの市場に幅広い高性能化学製品を製造・販売しています。Kratonは世界70カ国以上の多様な顧客層に製品を提供しています。
*Kraton、Kraton のロゴ、およびデザインは、Kraton Corporation またはその子会社または関連会社の商標であり、すべての国で登録されているわけではありません。

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