Stena International S.A. Announces the Expiration and Results of its Tender Offer to Purchase for Cash Any and All of its Outstanding 5.75% Senior Secured Notes due 2024
February 7, 2023
Luxembourg. Stena International S.A. (the “Issuer”) hereby announces the expiration and results of its previously announced cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding 5.75% Senior Secured Notes due 2024 (the “Notes”), guaranteed by Stena AB (the “Company”) and certain of its subsidiaries and secured by certain assets of the Company’s subsidiaries.
The Tender Offer was made pursuant to the terms and subject to the conditions described in the offer to purchase, dated January 31, 2023 (the “Offer to Purchase”) and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase. As set forth in the Offer to Purchase, the Tender Offer expired at 5 p.m., New York City time, February 6, 2023. (the “Expiration Time”). The delivery of the Notes tendered pursuant to the Notice of Guaranteed Delivery must be made no later than 5 p.m., New York City time, February 8, 2023.
Following the launch of the Tender Offer and prior to the Expiration Time, $264,466,000 principal amount of Notes were validly tendered and not validly withdrawn.
The total principal amount of Notes that were validly tendered and not validly withdrawn and the total principal amount of Notes accepted for purchase pursuant to the Tender Offer (excluding the Notes tendered pursuant to the Notice of Guaranteed Delivery) are as set forth in the table below.
| Title of Security | CUSIP Number/ISIN | Principal Amount Outstanding Prior to Tender Offer |
Total Principal Amount Tendered/ Accepted for Purchase |
Total Amount Tendered as Percentage of Amount Outstanding Prior to Tender Offer |
| 5.75% Senior Secured Notes due 2024 | 144A: 85858E AA1/US85858EAA10
Reg S: L62788 AA9/USL62788AA99 |
$350,000,000 | $264,466,000 | 75.56% |
The consideration for Notes validly tendered and accepted for purchase in the Tender Offer is $1,012.50 for each $1,000 principal amount of the Notes, plus 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. The settlement date for the Notes validly tendered and accepted for purchase in the Tender Offer, including the Notes tendered pursuant to the Notice of Guaranteed Delivery, is expected to be February 9, 2023.
The remaining Notes that have not been tendered have been called for redemption and will be redeemed on March 3, 2023.
J.P. Morgan Securities LLC acted as dealer manager for the Tender Offer.
D.F. King & Co., Inc. acted as tender and information agent for the Tender Offer.
About Stena International S.A.
Stena International S.A., a holding company and a direct subsidiary of Stena AB, was founded on November 15, 2004 as a société anonyme incorporated under the laws of Luxembourg.
About Stena AB
Stena AB is one of the largest privately owned companies in Sweden. Stena AB owns and operates one of the world’s largest international passenger and freight ferry services and owns, charters and operates offshore drilling units, crude oil and petroleum product tankers, LNG carriers and Roll-on/Roll-off vessels. Stena AB also invests in and manages residential and commercial real estate, principally in Sweden, and has investments in other businesses not related to its traditional lines of business.
NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Tender Offer was made solely pursuant to the Offer to Purchase. Stena International S.A. made the Tender Offer only in those jurisdictions where it was lawful to do so. The Tender Offer was not made to, and Stena International S.A. did not accept tenders of Notes from, Holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with applicable law in such jurisdiction.
Forward-Looking Statements
Some of the statements in this press release constitute forward-looking statements within the meaning applicable under various securities laws. These statements include statements about the tender offer including the expected settlement date and related matters. 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
peter.claesson@stena.com
+46 704 855 144