SNF Floerger Announces Launch of Euro 190 Million of Senior Notes due 2017, Refinancing of Senior Credit Facilities and Tender Offer for Existing Senior Notes due 2013
By Snf Floerger, PRNEThursday, June 17, 2010
ST. ETIENNE, France, June 18, 2010 - Privately-held specialty chemicals company SNF Floerger, based in St.
Etienne, France, today announced a refinancing transaction pursuant to which
its parent company, S.P.C.M. SA, will, subject to market and other
conditions, issue new senior notes due 2017 in an aggregate principal amount
expected to be no less than euro 190 million and enter into a new credit
facilities agreement.
The company today also launched a tender offer in respect of any and all
of its euro 210 million 8.25% senior notes due 2013, at a purchase price of
euro 1,044.25 per euro 1,000 principal amount of the notes. The tender offer
will expire on Monday June 28, 2010, at 3:00 p.m. London time, and settlement
of the tender offer will be conditional upon completion of the offering of
the new senior notes and the ability of the company to draw down the
necessary amounts under its new credit facilities. The company expects to
redeem any of the existing senior notes due 2013 that remain outstanding
following the tender offer.
Proceeds from the offering of the new senior notes, together with
expected proceeds of the new senior credit facilities, will be used to
refinance the existing senior credit facilities, settle the tender offer and
redeem the existing notes that remain outstanding following the tender offer,
if any.
The new senior notes will not be registered under the U.S. Securities Act
of 1933, and will be offered and sold pursuant to Rule 144A and Regulation S
under the Securities Act.
SNF is a leader in the production of polyacrylamides, a water-soluble
specialty chemical used in water treatment, oil and petroleum applications,
mineral extraction, pulp and paper manufacturing and other industries. The
company had net revenues and EBITDA of euro 1,040.1 million and euro 170.2
million, respectively, in 2009.
For more information contact: Pascal Remy, +33-4-77-36-86-00
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION. ANY PUBLIC OFFERING OF
SECURITIES IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT
MAY BE OBTAINED FROM THE COMPANY, WHICH WILL CONTAIN DETAILED INFORMATION
ABOUT THE COMPANY AND MANAGEMENT AS WELL AS FINANCIAL STATEMENTS.
NEITHER THE TENDER OFFER MEMORANDUM NOR THIS PRESS RELEASE CONSTITUTES AN
OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY EXISTING NOTES.
THE TENDER OFFER IS BEING MADE SOLELY BY THE TENDER OFFER MEMORANDUM. TENDERS
OF EXISTING NOTES WILL NOT BE ACCEPTED FROM HOLDERS IN JURISDICTIONS WHERE
SUCH OFFER OR SOLICITATION IS UNLAWFUL.
THIS PRESS RELEASE, THE TENDER OFFER MEMORANDUM AND ANY OTHER DOCUMENTS
RELATED TO THE TENDER OFFER ARE NOT BEING AND MUST NOT UNDER ANY
CIRCUMSTANCES BE DISTRIBUTED TO BENEFICIAL OWNERS OF EXISTING NOTES WHO ARE
LOCATED OR RESIDENT IN THE UNITED STATES OR THE REPUBLIC OF ITALY, AND
PERSONS RECEIVING THIS ANNOUNCEMENT MUST NOT DISTRIBUTE IT OR ANY RELATED
DOCUMENTS TO SUCH PERSONS.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO BUY OR SELL NOR A
SOLICITATION OF AN OFFER TO BUY OR SELL ANY SECURITIES REFERRED TO HEREIN,
NOR SHALL THERE BE ANY SALE OF SUCH SECURITIES IN ANY STATE OR JURISDICTION
IN WHICH SUCH AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. NO ACTION HAS
BEEN OR WILL BE TAKEN TO PERMIT A PUBLIC OFFERING OF ANY SECURITIES, OR A
TENDER OFFER FOR ANY SECURITIES, IN ANY JURISDICTION, INCLUDING THE UNITED
KINGDOM.
NOT FOR DISTRIBUTION IN THE UNITED STATES OR THE REPUBLIC OF ITALY
Pascal Remy, +33-4-77-36-86-00
Tags: France, June 18, Snf Floerger, St. Etienne