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Eastman Chemical Company Announces Total Consideration for its Cash Tender Offer

Wednesday 01. December 2010 - Eastman Chemical Company (NYSE:EMN) today announced the applicable reference yield and total consideration for each series of its debt securities subject to its previously announced cash tender offer. The applicable reference yields were determined at 2:00 p.m., New York City time, today.

The total consideration for each series of securities is based on the applicable reference yield plus a fixed spread, in each case as set forth in the table below. All payments for securities purchased in the tender offer will also include accrued and unpaid interest on the principal amount tendered up to, but not including, the tender offer settlement date, which is currently expected to be December 10, 2010.
Title of Security
Acceptance
Priority
Level (1)
Principal
Amount
Outstanding
Reference
U.S. Treasury
Security
Reference
Yield
Fixed
Spread
(basis
points)
Total
Consideration (2)
Accrued
Interest (3)
7¼% Debentures due 2024 1 $500,000,000
2.625% due
August 15, 2020
2.763% 210 bps $1,229.17 $29.20
7?% Debentures due 2024 1 $200,000,000
2.625% due
August 15, 2020
2.763% 215 bps $1,265.52 $37.07
7.60% Debentures due 2027 2 $300,000,000
4.375% due
May 15, 2040
4.100% 145 bps $1,216.61 $27.23
6.30% Notes due 2018 3 $181,536,000
2.625% due
August 15, 2020
2.763% 115 bps $1,161.37 $4.38
(1) For purposes of the application of the Acceptance Priority Level and the Minimum Tender Condition, as described in the Offer to Purchase (defined below), 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, includes the early tender premium of $30 per $1,000 principal amount of securities. Amounts assume a settlement date of December 10, 2010.
(3) Per $1,000 principal amount of securities accepted for purchase. Amounts assume a settlement date of December 10, 2010.
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. Holders of securities who validly tender their securities after the early tender date, which was 5:00 p.m., New York City time, on November 23, 2010, 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.
A comprehensive description of the terms of the tender offer is included in Eastman’s Offer to Purchase, dated November 9, 2010 (the “Offer to 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.