Motiva Enterprises LLC Cash Tender Offer

Motiva Enterprises LLC Cash Tender Offer For Any And All Of It’s Outstanding 6.85% Senior Notes Due January 15, 2040

HOUSTON (Sept. 6, 2022) – Motiva Enterprises LLC (“Motiva”) announced today that it has commenced a cash tender offer for any and all of its outstanding 6.85% senior notes due January 15, 2040 (CUSIP Nos. 61980AAD5 (144A) and U61999AC9 (Reg. S)) (the “Notes”), on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”).  As of September 6, 2022, there was $1,000,000,000 aggregate principal amount of the Notes outstanding.  The tender offer is referred to herein as the “Offer.” The Offer to Purchase and the Notice of Guaranteed Delivery are referred to herein collectively as the “Offer Documents.”

Certain information regarding the Notes and the pricing for the Offer is set forth in the table below.

Title of Securities

 

CUSIP/ISIN

Principal Amount Outstanding

U.S. Treasury Reference Security

Bloomberg Reference Page

Fixed Spread

6.85% Notes due 2040

61980AAD5 / US61980AAD54 (144A)

 

U61999AC9 / USU61999AC95 (Reg S)

 

$1,000,000,000

3.375% UST due
August 15, 2042

FIT1

300 bps

 

The Offer will expire at 5:00 p.m., New York City time, on September 12, 2022, unless extended (such date and time, as the same may be extended, the “Expiration Date”) or earlier terminated.  The “Tender Offer Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offer to Purchase will be determined in the manner described in the Offer Documents by reference to the fixed spread for the Notes specified in the table above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the table above at 2:00 p.m., New York City time, on September 12, 2022, unless extended.

Holders must validly tender (and not validly withdraw) or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or before the Expiration Date in order to be eligible to receive the Tender Offer Consideration.  In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest on the purchased Notes from the last interest payment date to, but not including, the Settlement Date (as defined in the Offer to Purchase).  Motiva expects the Settlement Date to occur on September 14, 2022.  Notes tendered by Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on September 16, 2022, the fourth business day after the Expiration Date, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

Tendered Notes may be withdrawn prior to 5:00 p.m., New York City time, on September 12, 2022.  The consummation of the Offer is neither conditioned upon any minimum amount of Notes being tendered nor is it subject to a financing condition, but is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase.  Motiva intends to use cash on hand to fund the aggregate consideration and accrued interest for all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase and accepted for purchase by us, and to pay all fees and expenses incurred in connection with the Offer.

Motiva has retained D.F. King & Co., Inc. (“D.F. King”) as the tender agent and information agent for the Offer.  Motiva has retained J.P. Morgan Securities LLC as the dealer manager for the Offer.

Holders who would like additional copies of the Offer Documents may call or email the information agent, D.F. King, toll-free at (800) 488-8075, collect at (212) 269-5550 or motiva@dfking.com.  Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are also available at the following website: http:www/dfking.com/motiva. Questions regarding the terms of the Offer should be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect).

None of Motiva, its subsidiary guarantors, its board of directors, J.P. Morgan Securities LLC, D.F. King or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders of the Notes should tender their Notes pursuant to the Offer.

This press release does not constitute an offer to buy or a solicitation of an offer to sell any Notes.  The Offer is being made solely pursuant to the Offer Documents.  The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Motiva by J.P. Morgan Securities LLC or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Forward-Looking Statements

Certain statements herein or in the Offer Documents are “forward-looking statements,” which are generally identifiable by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “should,” “strategy,” “will,” or similar language.  Forward-looking statements reflect Motiva’s views based on historical results, current information and assumptions related to future developments.  Except as may be required by law, Motiva undertakes no obligation to update any forward-looking statements made herein or in the Offer Documents.  Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements.  Please refer to the “Forward-Looking Statements” and “Risk Factors” sections in the Offer to Purchase for a description of these and other risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements.

Investor Relations Contact:

Joan Wu, Treasurer
e-mail: motiva-debt@motiva.com, or

Reginald Hart, Treasury Manager (713) 427-3202
e-mail: motiva-debt@motiva.com

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