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

CALGARY, AB, Nov. 09, 2023 (GLOBE NEWSWIRE) -- NOVA Chemicals Corporation (the "Company") 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.

RBC Capital Markets, LLC. acted as lead bookrunner on the offering of the 2028 notes, and TD Securities (USA) LLC, HSBC Securities (USA) Inc., Scotia Capital (USA) Inc., Barclays Capital Inc., PNC Capital Markets LLC, Morgan Stanley & Co. LLC, Loop Capital Markets LLC, SMBC Nikko Securities America, Inc, and National Bank of Canada Financial Inc. acted as Joint Bookrunners.

RBC Capital Markets, LLC is acting as dealer manager for the tender offer and consent solicitation for the 2024 notes.

Simpson Thacher Bartlett LLP acted as lead counsel to the Company, with Osler, Hoskin & Harcourt LLP and Stewart McKelvey also acting for NOVA Chemicals.  Latham & Watkins LLP acted as lead counsel to the underwriters, with Norton Rose Fullbright Canada LLP and Torys LLP also acting for the underwriters. The 2029 notes will be issued in reliance on the exemption from the registration requirements provided by Rule 144A and Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act"). The 2029 notes have not been registered under the Securities Act or the laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor will there be any sale of any security in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state other jurisdiction.