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Eastman Chemical Company Announces Expiration of Early Tender Period in its Cash Tender Offer and an Increase in Aggregate Principal Amount of Securities Sought Thereunder

Thursday 25. November 2010 - Eastman Chemical Company (NYSE: EMN) today announced that as of the early tender date in its previously announced cash tender offer for certain of its outstanding debt securities, which was 5:00 p.m., New York City time, on November 23, 2010, it had received tenders for an aggregate principal amount of approximately $542 million of its debt securities subject to the cash tender offer. Eastman today also announced that it has amended the tender offer to increase the total amount of debt securities sought to be purchased in the tender offer to up to $500 million in aggregate principal amount from the original $400 million previously announced.

The remaining terms and conditions of the tender offer included in Eastman’s Offer to Purchase, dated November 9, 2010 (the “Offer to Purchase”), remain unchanged. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on December 8, 2010, unless extended or earlier terminated by Eastman.
According to Global Bondholder Services Corporation, the depositary and information agent for the tender offer, as of the early tender date, Eastman received valid tenders from holders of securities as set forth in the table below.
Acceptance
Principal Amount
Principal Amount
Early Tender
Title of Security CUSIP
Priority Level (1)
Outstanding
Tendered
Premium (2)
7¼% Debentures due 2024 277432AB6 1 $500,000,000 $255,489,000 $30.00
7?% Debentures due 2024 277432AC4 1 $200,000,000 $146,099,000 $30.00
7.60% Debentures due 2027 277432AD2 2 $300,000,000 $76,579,000 $30.00
6.30% Notes due 2018 277432AG5 3 $181,536,000 $63,649,000 $30.00
(1) For purposes of the application of the Acceptance Priority Level and the Minimum Tender Condition, as described in the Offer to Purchase, Eastman’s 7¼% Debentures due 2024 and 7?% Debentures due 2024 will be treated as one series.
(2) Per $1,000 principal amount of securities accepted for purchase. As set forth in the Offer to Purchase, the early tender premium will be paid to holders of securities who validly tendered, and did not validly withdraw, their securities on or before the early tender date.
The applicable total consideration for each $1,000 in principal amount of securities tendered and accepted for payment pursuant to the tender offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread applicable to each series over the yield based on the bid-side price of the applicable U.S. Treasury Security specified in the Offer to Purchase, as calculated by the dealer managers for the tender offer at 2:00 p.m., New York City time, on November 30, 2010.
Holders of securities who validly tendered and did not validly withdraw their securities at any time on or prior to the early tender date will be eligible to receive the total consideration (applicable to the appropriate series of securities). Holders of securities who validly tender their securities after the early tender date and on or before the expiration date will not be eligible to receive the applicable total consideration, but will be eligible to receive the tender offer consideration, which is the applicable total consideration minus the early tender payment of $30.00 per $1,000 principal amount of securities tendered by such holder that are accepted for purchase.
Eastman’s obligation to accept for purchase, and to pay for, securities validly tendered and not validly withdrawn pursuant to the tender offer is subject to the satisfaction or waiver of certain conditions, including (i) Eastman consummating an offering of debt securities in an amount and on the terms reasonably satisfactory to Eastman and (ii) the tender of not less than $200 million, in the aggregate, of securities constituting 7¼% Debentures due 2024 and 7?% Debentures due 2024, taken together, then outstanding (not including any securities of such series which are owned by Eastman or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with Eastman). Eastman is not soliciting consents from holders of securities in connection with the tender offer.
Eastman has engaged Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated to act as dealer managers in connection with the tender offer. Eastman has engaged Global Bondholder Services Corporation to act as the depositary agent and information agent in connection with the tender offer. Questions regarding the tender offer may be directed to Deutsche Bank Securities at (866) 627-0391, J.P. Morgan Securities LLC at (866) 834-4666 and Morgan Stanley & Co. Incorporated at (800) 624-1808. Requests for documentation relating to the tender offer may be directed to Global Bondholder Services Corporation, at (866) 387-1500 (toll-free) or (212) 430-3774 (collect).
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any securities nor is this announcement an offer to sell or a solicitation of an offer to purchase new debt securities. The tender offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal, which set forth the complete terms of the tender offer.