KINGSPORT, Tenn. – November 10, 2014 – Eastman Chemical Company () today announced the public offering of $800 million 2.70% notes due 2020, $800 million 3.80% notes due 2025 and $400 million 4.65% notes due 2044 (the “Additional 2044 Notes” and collectively with the other series of notes, the “Notes”). The Additional 2044 Notes will be an issuance of additional notes to the already outstanding $500 million aggregate principal amount of Eastman’s 4.65% Notes due 2044, which were issued on May 15, 2014 (the “Existing 2044 Notes”). The Additional 2044 Notes will be consolidated as a single series with the Existing 2044 Notes, including for purposes of voting and redemption. The offering of Notes is expected to close on November 20, 2014, subject to customary closing conditions.
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are serving as joint book-running managers for the offering.
Eastman intends to use the net proceeds from the offering to pay a portion of the cash consideration for its previously announced acquisition of Taminco Corporation (“Taminco”), repay certain outstanding indebtedness of Taminco and pay transaction expenses incurred in connection with the acquisition.
If Eastman is unable to complete its previously announced acquisition of Taminco by May 30, 2015, or, if prior to May 30, 2015, the merger agreement with Taminco is terminated, Eastman will be required to redeem all of the outstanding 2.70% Notes due 2020 and all of the outstanding 3.80% Notes due 2025 at a redemption price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption (the “Special Mandatory Redemption”). The Additional 2044 Notes and Existing 2044 Notes will not be subject to the Special Mandatory Redemption and the net proceeds from the Additional 2044 Notes will be used for general corporate purposes.