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Chemours Company (IRSH)

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Friday 10 November, 2017

Chemours Company

Notice of Merger of Subsidiary Guarantors

RNS Number : 1891W
Chemours Company (The)
10 November 2017
 

The Chemours Company

Notice of Merger of Subsidiary Guarantors

 

10 November, 2017

 

 

THE CHEMOURS COMPANY (the "Issuer")

 

NOTICE OF MERGER OF SUBSIDIARY GUARANTORS

 

to the holders of

 

6.125% Senior Unsecured Notes due 2023 (ISIN: XS1382783527) (the "Notes")

 

NOTICE IS HEREBY GIVEN that, pursuant to an Agreement and Plan of Merger, dated as of October 30, 2017 (the "Agreement"), by and among The Chemours Company TT, LLC, a Pennsylvania limited liability company ("Chemours TT"), and The Chemours Company FC, LLC, a Delaware limited liability company ("Chemours FC"), Chemours TT will merge with and into Chemours FC with Chemours FC continuing as the surviving entity (the "Merger"). The effective date of the Merger is November 1, 2017.

 

Each of Chemours TT and Chemours FC is a Subsidiary Guarantor of the Notes, pursuant to the Indenture (the "Indenture"), dated as of May 12, 2015, among the Issuer, each of the Issuer's subsidiaries signatory thereto or that becomes a guarantor pursuant to the terms of the Indenture (each, a "Subsidiary Guarantor"), U.S. Bank National Association, as trustee, Elavon Financial Services Limited, UK Branch, as paying agent, and Elavon Financial Services Limited, as registrar and transfer agent. As a result of the Merger, Chemours TT will cease to be a Subsidiary Guarantor. Chemours FC will continue to perform its obligations as a Subsidiary Guarantor. The Merger is not expected to have any other impact on holders of the Notes.

 

The following relevant information is provided for Chemours FC and Chemours TT:

 

Registered name:

The Chemours Company FC, LLC

The Chemours Company TT, LLC

Place of incorporation:

Delaware

Pennsylvania

Date of incorporation:

April 15, 2014

April 17, 2014

Registered number:

5516785

4261019

Registered address:

c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801

c/o CT Corporation System

116 Pine Street, 3rd Floor, Suite 320

Harrisburg, Pennsylvania 17101

Business activity:

The business of the Issuer and its subsidiaries (including Chemours TT and Chemours FC) (the "Chemours Group") involves the production and distribution of performance chemicals. The Issuer is a global leader in titanium technologies, fluoroproducts and chemical solutions.

Financial information:

Chemours FC is a Subsidiary Guarantor that accounts for over 20% of the Chemours Group's EBITDA and net assets. For the year ended December 31, 2016, Chemours FC accounted for $(325) million and (53)% of the Chemours Group's EBITDA on an aggregated basis (unaudited). The net assets of Chemours FC as of December 31, 2016 were $1,816 million, which represented 53% of the net assets of the Chemours Group on an aggregated basis (unaudited).

Chemours TT is a Subsidiary Guarantor that accounts for over 20% of the Chemours Group's EBITDA. For the year ended December 31, 2016, Chemours TT accounted for $267 million and 43% of the Chemours Group's EBITDA on an aggregated basis (unaudited). The net assets of Chemours TT as of December 31, 2016 were $508 million, which represented 15% of the net assets of the Chemours Group on an aggregated basis (unaudited).


 

For the year ended December 31, 2016, the Issuer accounted for $99 million and 16% of the Chemours Group's EBITDA on an aggregated basis (unaudited). The net assets of the Issuer as of December 31, 2016 were $100 million, which represented 3% of the net assets of the Chemours Group on an aggregated basis (unaudited).

 

For the year ended December 31, 2016, the Subsidiary Guarantors taken as a whole accounted for $(110) million and (18)% of the Chemours Group's EBITDA on an aggregated basis (unaudited). The net assets of the Subsidiary Guarantors taken as a whole as of December 31, 2016 were $2,310 million, which represented 68% of the net assets of the Chemours Group on an aggregated basis (unaudited).

 

For the year ended December 31, 2016, the non-guarantor subsidiaries of Chemours taken as a whole accounted for $624 million and 102% of the Chemours Group's EBITDA on an aggregated basis (unaudited). The net assets of the non-guarantor subsidiaries of Chemours taken as a whole as of December 31, 2016 were $995 million, which represented 29% of the net assets of the Chemours Group on an aggregated basis (unaudited).

Enquiries:

For enquiries or further information please contact:

Brian Morrissey

Senior Counsel

The Chemours Company

1007 Market Street

Wilmington, DE 19899

+1 (302) 773-3253

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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