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Nova Chemicals Corporation - Tender Offer 2024 (US) - Launch

NOVA CHEMICALS CORPORATION ANNOUNCES CASH TENDER OFFER FOR ITS 4.875% SENIOR NOTES DUE 2024 - US66977WAQ24 - USC67111AH49

05 FEBRUARY 2024


Full announcements, including disclaimers and restrictions available via Nova Chemicals Corporation

Scoll down for information on previous Nova Cheminals Offer


Calgary, AB (February 5, 2024) – NOVA Chemicals Corporation (“NOVA Chemicals”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for any and all of the outstanding U.S. $650,000,000 aggregate principal amount of its 4.875% Senior Notes due 2024 (the “Notes”).  The Tender Offer is being made pursuant to an Offer to Purchase, dated February 5, 2024 (as may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Notice of Guaranteed Delivery (as it may be amended or supplemented from time to time, the “Notice of Guaranteed Delivery” and together with the Offer to Purchase, the “Offer Documents”), which set forth a more comprehensive description of the terms of the Tender Offer.

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on February 9, 2024, unless extended by NOVA Chemicals (such time and date, as the same may be modified, the “Expiration Time”).  Holders who (i) validly tender their Notes on or before the Expiration Time and do not validly withdraw on or before the Withdrawal Deadline (as defined below) or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all of the other required documents on or before the Expiration Time and tender their Notes prior to the Guaranteed Delivery Date which is at 5:00 p.m., New York City time, on February 13, 2024, which is the second business day after the Expiration Time, and whose Notes are accepted for purchase by NOVA Chemicals, will receive the “Tender Offer Consideration” indicated in the table below. Accrued and unpaid interest on the Notes accepted for purchase (including those tendered through the guaranteed delivery procedure) from the most recent interest payment date of the Notes up to, but not including, the Settlement Date (as defined below) (the “Accrued Interest”) will be paid in cash on the Settlement Date or the Guaranteed Delivery Settlement Date (as defined below), as applicable.


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




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"Purpose of the Tender Offer


The principal purpose of the Tender Offer is to acquire any and all of the outstanding Notes. Additionally, pursuant to the provisions of the Notes and the Indenture, the Company may elect to redeem, defease and/or discharge any Notes that are not tendered and accepted in the Tender Offer."


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NOVA CHEMICALS CORPORATION ANNOUNCES EARLY TENDER RESULTS OF CASH TENDER OFFER FOR ITS 4.875% SENIOR NOTES DUE 2024 - US66977WAQ24 - USC67111AH49

27 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via Nova Chemicals Corporation


"Calgary, AB (November 27, 2023) – NOVA Chemicals Corporation (“NOVA Chemicals”) announced today the early tender results of its previously announced offer to purchase for cash (the “Tender Offer”) up to $400.0 million in aggregate principal amount, the (“Aggregate Maximum Principal Amount”) of its 4.875% Senior Notes due 2024 (the “Notes”). The Tender Offer is being made in connection with a concurrent offering of notes by NOVA Chemicals sold in an offering (the “New Offering”) exempt from the registration requirements of the U.S. Securities Act of 1933, as amended. The Tender Offer will be financed by the amounts raised in the New Offering (net of transaction fees and expenses), and the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including the completion of the New Offering, on terms satisfactory to Nova Chemicals, raising proceeds sufficient to finance the Tender Offer (as further described in the Offer to Purchase, the “Financing Condition”).


The Tender Offer is being made pursuant to an Offer to Purchase, dated November 8, 2023 (as may be amended or supplemented from time to time, the “Offer to Purchase”).


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



(1)      Per $1,000 principal amount of Notes accepted for purchase.


(2)      Excludes Accrued Interest, which will be paid in addition to the Tender offer Consideration or the Total Consideration, as applicable.


(3)      Includes the applicable Early Tender Payment.



As of 5:00 PM, New York City time, on November 22, 2023, (such time and date, the “Early Tender Date”), according to information provided by Global Bondholder Services Corporation, the information and tender agent for the Tender Offer, an aggregate principal amount of $754,523,000 of the Notes had been validly tendered and not withdrawn in the Tender Offer for such Notes. Withdrawal rights for the Notes expired at 5:00 PM, New York City time, on November 22, 2023.


The Aggregate Maximum Principal Amount has been fully subscribed by the Notes tendered as of the Early Tender Date. In accordance with the Aggregate Maximum Principal Amount set forth above, the Notes validly tendered and not validly withdrawn prior to the Early Tender Date will be subject to proration as further described in the Offer to Purchase. NOVA Chemicals expects to accept for purchase an aggregate principal amount of $400 million of the Notes using a proration rate of 53.05%. NOVA Chemicals does not anticipate accepting for purchase any Notes validly tendered after the Early Tender Date."


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NOVA Chemicals Corporation Announces Pricing of Private Offering of $400 Million of Senior Secured Notes - US66977WAQ24 - USC67111AH49


09 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via Nova Chemicals Corporation


"Calgary, AB (November 9, 2023) – NOVA Chemicals Corporation (“NOVA Chemicals”) announced today the pricing of a private offering of $400 million of senior secured notes, structured as 5-year non-call 2, which includes a special redemption feature to redeem up to 10% annually at 103% during the non-call period, due 2028 (the “2028 notes”). The 2028 notes will have an interest rate of 8.50% per annum. Alongside the 2028 notes offering, the Company announced a tender offer and consent solicitation for $400 million of its $1,050 million 4.875%, senior notes due 2024 (the “2024 notes”). The Company plans to use the net proceeds of the 2028 notes offering to redeem $400 million of 2024 notes, to pay fees and expenses related to the offering, and general corporate purposes. The closing of the offering of the 2028 notes is expected to occur on November 28, 2023, subject to customary closing conditions.


The successful issuance will allow for extension of our debt maturity profile while the call feature provides additional flexibility for the Company."

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NOVA CHEMICALS CORPORATION ANNOUNCES CASH TENDER OFFER FOR ITS 4.875% SENIOR NOTES DUE 2024 - US66977WAQ24 - USC67111AH49


08 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via Nova Chemicals Corporation


"Calgary, AB, Nov. 08, 2023 (GLOBE NEWSWIRE) -- NOVA Chemicals Corporation (“NOVA Chemicals”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for up to $400.0 million in aggregate principal amount, and as such aggregate principal amount may be increased or decreased by NOVA Chemicals, the “Aggregate Maximum Principal Amount”) of its 4.875% Senior Notes due 2024 (the “Notes”). The Tender Offer is being made in connection with a concurrent offering of notes by NOVA Chemicals to be sold in an offering (the “New Offering”) exempt from the registration requirements of the U.S. Securities Act of 1933, as amended. The Tender Offer will be financed by the amounts raised in the New Offering (net of transaction fees and expenses), and the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including the completion of the New Offering, on terms satisfactory to Nova Chemicals, raising proceeds sufficient to finance the Tender Offer (as further described in the Offer to Purchase, the “Financing Condition”).


The Tender Offer is being made pursuant to an Offer to Purchase, dated November 8, 2023 (as may be amended or supplemented from time to time, the “Offer to Purchase”).


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



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