Motiva Enterprises LLC Cash Tender Offer

Motiva Announces Expiration And Results of Cash Tender Offer For Any And All Of Its 6.85% Senior Notes Due January 15, 2040

HOUSTON (Sept. 13, 2022) – Motiva Enterprises LLC (“Motiva”) announced today the expiration of the previously announced cash tender offer (the “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”). The Offer was made on the terms and subject to the conditions set forth in the Offer to Purchase, dated September 6, 2022 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”). The Offer to Purchase and the Notice of Guaranteed Delivery are referred to herein collectively as the “Offer Documents.”

As of the expiration of the Offer at 5:00 p.m., New York City time, on September 12, 2022 (the “Expiration Date”), $326,733,000, or 32.67%, of the $1,000,000,000 aggregate principal amount of the Notes had been validly tendered and delivered (and not validly withdrawn), and an additional $100,000 aggregate principal amount of the Notes had been submitted pursuant to the guaranteed delivery procedures described in the Offer Documents and remain subject to the delivery of the underlying Notes. Payment for the Notes tendered through The Depository Trust Company’s Automated Tender Offer Program will be made on September 14, 2022 (the “Settlement Date”), and payment for the Notes tendered pursuant to the guaranteed delivery procedures is expected to be made on September 16, 2022.

As previously announced, the “Tender Offer Consideration” is $1,012.56 for each $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but not including, the Settlement Date, payable on the Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted for purchase in the Tender Offer, including Notes tendered pursuant to the guaranteed delivery procedures described in the Offer Documents.

J.P. Morgan Securities LLC acted as the dealer manager for 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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