GOTHENBURG, Sweden, June 1, 2021 /PRNewswire/ — Stena AB (the “Company“) announced today the early tender results of the Company’s previously announced cash tender offer (the “Tender Offer“) to purchase its 7.00% Senior Notes due 2024 (the “Notes“) in a principal amount of up to $250,000,000 (the “Tender Cap“)
In addition, the Company announced today that it has amended the terms and conditions of the Tender Offer to extend the deadline for receiving the early tender premium of $30.00 for each $1,000 principal amount of Notes tendered to 11:59 p.m., New York City time, on June 15, 2021 (the date as time, as the Tender Offer may be extended, the “Expiration Date.” All other terms and conditions of the Tenders Offer remain unchanged and are described in detail in the Offer to Purchase, dated May 18, 2021 (the “Offer to Purchase“). Holders are encouraged to read the Offer to Purchase carefully.
The principal amount of Notes that were validly tendered and not validly withdrawn on or before 5:00 p.m., New York City time, on June 1, 2021 (the “Early Tender Date“), according to information provided by D.F. King & Co., Inc., the tender agent for the Tender Offer, and the principal amount of Notes to be accepted for purchase on the Early Settlement Date (as defined below) by the Company in accordance with the terms of the Tender Offer, are as set forth in the table below. Because the withdrawal deadline relating to the Tender Offer expired at 5:00 p.m., New York City time, on June 1, 2021 (the “Withdrawal Deadline“), these Notes, as well as any subsequently tendered Notes, may not be withdrawn.
|
Title of Security |
CUSIP Numbers |
Principal Amount Outstanding |
Tender Cap |
Principal Amount Tendered |
Percentage of Outstanding Amount Tendered |
Principal Amount to be Accepted for Purchase |
|
7.00% Senior Notes due 2024 |
858577AR0 and W8758PAK2 |
$527,000,000 |
$250,000,000 |
$131,105,000 |
24.88% |
$131,105,000 |
Holders of Notes who validly tender their Notes on or before the Expiration Date (and did not validly withdraw their Notes at or prior to the Withdrawal Deadline) are eligible to receive, for each $1,000 principal amount of the Notes, $1,050.00, which includes the early tender premium of $30 per $1,000 principal amount of Notes tendered by such holders that were accepted for purchase (pursuant to the amendments to the Tender Offer being announced in this press release, this early tender premium will be paid in respect of valid tenders made at or prior to the Expiration Date). Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on the purchased Notes from the last interest payment date for the Notes up to, but not including, the settlement date for the Notes.
Any Notes that were validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) will have priority over any Notes that are validly tendered after the Early Tender Date. If any Notes are validly tendered after the Early Tender Deadline and the principal amount of such tendered Notes exceeds the Tender Cap, any principal amount of such Notes accepted for payment and purchased, on the terms and subject to the conditions of the Tender Offer, will be prorated based on the principal amount of validly tendered Notes, subject to the Tender Cap and any prior purchase of Notes on any Early Settlement Date as described below.
The Company reserves the right, but is under no obligation, on any day following the Early Tender Date and prior to the Expiration Date (any such day, an “Early Settlement Date“), to accept for purchase and payment, or to purchase and pay for, any Notes validly tendered prior to such Early Settlement Date (and not withdrawn at or prior to the Withdrawal Deadline), subject to satisfaction or, as applicable, waiver of the conditions to the Tender Offer. The Early Settlement Date for Notes tendered at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer is expected to be June 4, 2021.
The Company also reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend the Expiration Date or terminate the Tender Offer, (iii) increase or decrease the Tender Cap, or (iv) otherwise amend the Tender Offer, in any respect, including to change the consideration offered.
The Company’s obligation to accept for purchase and to pay for any Notes validly tendered in the Tender Offer is subject to the satisfaction or, as applicable, waiver of certain conditions, as more fully described in the Offer to Purchase.
Notes may be tendered only in principal amounts equal to $200,000 or any integral multiple of $1,000 in excess thereof.
J.P. Morgan AG is acting as dealer manager for the Tender Offer. Questions regarding the Tender Offer may be directed to J.P. Morgan AG at +44 20 7134 2468.
D.F. King & Co., Inc. is acting as tender and information agent for the Tender Offer. Requests for copies of the Offer to Purchase may be directed to D.F. King & Co., Inc. at +1 (212) 269-5550 (banks and brokers), +1 (866) 207-3626 or email at [email protected].
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 Notes. The Tender Offer is not being made 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. No recommendation is made as to whether or not holders of any Notes should tender their Notes pursuant to the Tender Offer. The Tender Offer is being made solely pursuant to the Offer to Purchase, which more fully sets forth and governs the terms and conditions of the Tender Offer. The Offer to Purchase contains important information and should be read carefully before any decision is made with respect to the Tender Offer.
About Stena AB
Stena AB is one of the largest privately held companies in Sweden and a leading participant in the worldwide shipping industry. Stena AB owns and operates one of the world’s largest international passenger and freight ferry services and owns and charters drilling rigs, Roll-on/Roll-off vessels and crude oil and petroleum product tankers. Stena AB also invests in and manages residential and commercial real estate, principally in Sweden and The Netherlands.
Forward-Looking Statements
Some of the statements in this press release and the documents incorporated by reference in this press release constitute forward-looking statements within the meaning applicable securities laws. These statements include statements about the tender offer. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “anticipates,” “intends,” “continues” and similar expressions intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties including those discussed in the Offer to Purchase published in connection with the tender offer. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements made in this press release or elsewhere as a result of new information, future events or otherwise.
Investor and Media Contact: Peter Claesson
[email protected]
+46 704 855 144
SOURCE Stena AB
