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Rain Carbon Inc. Announces Cash Tender Offers and Consent Solicitation

STAMFORD, Conn., March 3, 2017 /PRNewswire/ -- Rain Carbon Inc. ("RCI") announced today that it has commenced cash tender offers (the "Tender Offers") to purchase any and all of the outstanding 8.000% Senior Secured Notes due 2018 (the "2018 Notes"), 8.250% Senior Secured Notes due 2021 (the "2021 Dollar Notes") and 8.500% Senior Secured Notes due 2021 (the "2021 Euro Notes" and, together with the 2021 Dollar Notes, the "2021 Notes" and, collectively with the 2018 Notes, the "Notes"), each issued by Rain CII Carbon LLC and CII Carbon Corp. (together, the "Existing Issuers"). In connection with the Tender Offers, RCI is also seeking consents from the holders of the 2021 Notes (the "Consent Solicitation") to the proposed amendment to the indenture, dated as of December 31, 2012, which governs the 2021 Notes, providing for the shortening of the minimum notice period under the 2021 Notes Indenture for the optional redemption of the 2021 Notes by the Existing Issuers to one business day (the "Proposed Amendment").

The terms and conditions of the Tender Offers and Consent Solicitation are described in an Offer to Purchase, dated March 3, 2017 (the "Offer to Purchase"). The following table summarizes the material pricing terms for the Tender Offers.

CUSIP and/or ISIN Nos.

Outstanding
Principal Amount

Title of Notes

Early Tender
Payment(1)(2)

Tender Offer
Consideration(1)(3)

Total
Consideration(1)(3)

75079R AA6; U74987AA3

US75079RAA68; USU74987AA37

$377,835,000(4)

8.000% Senior
Secured Notes due
2018

$30.00

$973.75

$1,003.75







75079Q AA8; U74989 AA9 /

US75079QAA85; USU74989AA92

$360,780,000(5)

8.250% Senior
Secured Notes due
2021

$30.00

$1,013.50

$1,043.50







XS0867945510; XS0867945197

€198,450,000

8.500% Senior
Secured Notes due
2021

€30.00

€1,015.00

€1,045.00







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(1)          Per $1,000 or €1,000, as applicable, principal amount of Notes tendered and accepted for purchase.

(2)          Included in the Total Consideration for Notes tendered and accepted for purchase at or prior to the Early Tender Deadline.

(3)          Does not include accrued and unpaid interest that will be paid on the Notes accepted for purchase.

(4)          Does not include $5,000,000 in principal amount of 2018 Notes held by us or our affiliates.

(5)          Does not include $25,118,000 in principal amount of 2021 Dollar Notes held by us or our affiliates.

 

The Tender Offers will expire at Midnight, New York City time, at the end of March 30, 2017, unless extended or earlier terminated by RCI (the "Expiration Date"). No tenders submitted after the Expiration Date will be valid. Subject to the terms and conditions of the Tender Offers, the consideration for (i) each U.S.$1,000 principal amount of 2018 Notes and 2021 Dollar Notes and (ii) each €1,000 principal amount of 2021 Euro Notes, in each case validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers, will be the tender offer consideration for such series of Notes set forth in the table above (with respect to each series of Notes, the "Tender Offer Consideration"). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on March 16, 2017 (such date and time, as it may be extended, the "Early Tender Deadline") and accepted for purchase pursuant to the Tender Offers will receive the applicable Total Consideration for such series, which includes the early tender payment for such series of Notes set forth in the table above (with respect to each series of Notes, the "Early Tender Payment"). Holders of Notes tendering their Notes after the Early Tender Deadline will only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Payment.

All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as such term is defined in the Offer to Purchase).

In order for the Proposed Amendment to be adopted, consents must be received in respect of a majority of the aggregate principal amount of the 2021 Notes then outstanding (excluding 2021 Notes held by us or our affiliates) (the "Requisite Consents"). Assuming receipt of the Requisite Consents, the Existing Issuers expect to execute and deliver to the Bank of New York Mellon, as trustee under the indenture governing the 2021 Notes, a supplemental indenture promptly following the receipt of the Requisite Consents.

Tendered Notes and, with respect to the 2021 Notes, related consents validly delivered may be withdrawn from the Tender Offers and the Consent Solicitation at or prior to the Early Tender Deadline. Any Notes validly tendered, and, with respect to the 2021 Notes, related consents validly delivered, on or prior to the Early Tender Deadline that are not validly withdrawn prior to the Early Tender Deadline may not be withdrawn thereafter.  In addition, any Notes validly tendered, and, with respect to the 2021 Notes, related consents validly delivered, after the Early Tender Deadline may not be withdrawn or revoked, except as required by law.

Subject to the satisfaction or waiver of the conditions to the Tender Offers, RCI expects to accept for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline on the Early Settlement Date (as defined in the Offer to Purchase), which is currently expected to be March 22, 2017. Subject to the satisfaction or waiver of the conditions to the Tender Offers, RCI will purchase any remaining Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and RCI chooses to accept for purchase promptly following the Expiration Date on the Final Settlement Date (as defined in the Offer to Purchase), which is expected to occur on the business day following the Expiration Date, or as promptly as practicable thereafter.

The consummation of the Tender Offers and Consent Solicitation are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including among others, RCI consummating new debt financing on terms satisfactory to it, in its sole discretion, and having funds available therefrom that will allow it to purchase the Notes pursuant to the Offer to Purchase.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security.  No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Citigroup Global Markets Inc. is the dealer manager in the Tender Offers and Consent Solicitation.  D.F. King & Co., Inc. has been retained to serve as both the depositary and the information agent for the Tender Offers and Consent Solicitation. Questions regarding the Tender Offers and Consent Solicitation should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (U.S. Toll-Free) or (212) 723-6106 (Collect). Requests for copies of the Offer to Purchase and other related materials should be directed to D.F. King & Co., Inc. at (email) raincarbon@dfking.com, (800) 290-6426 (U.S. Toll-Free), (212) 269-5550 (Collect) or at (website) www.dfking.com/raincarbon.

None of RCI, the Existing Issuers, their respective boards of directors, the dealer manager, the depositary or the information agent, the trustees with respect to the Notes or any of RCI's affiliates, makes any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offers and Consent Solicitation. The Tender Offers and Consent Solicitation are made only by the Offer to Purchase. The Tender Offers and Consent Solicitation are 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 Tender Offers and Consent Solicitation are required to be made by a licensed broker or dealer, the Tender Offers and Consent Solicitation will be deemed to be made on behalf of RCI by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About RCI
RCI is a leading vertically integrated global producer of a diversified portfolio of carbon-based and chemical products that are essential raw materials for staples of everyday life.  RCI operates in two business segments:  carbon and chemicals.  RCI's carbon business segment converts the by-products of oil refining and steel production into high-value carbon-based products that are critical raw materials for the aluminum, graphite, carbon black, wood preservation, titanium dioxide, refractory and several other global industries.  RCI's chemicals business segment extends the value chain of our carbon processing through the downstream refining of a portion of this output into high-value chemical products that are critical raw materials for the specialty chemicals, coatings, construction, petroleum and several other global industries.  RCI has longstanding relationships with most of its major customers, including several of the largest companies in the global aluminum, graphite and specialty chemicals industries, and with most of its major raw material suppliers, including several of the world's largest oil refiners and steel producers.  RCI's scale and process sophistication provides it the flexibility to capitalize on market opportunities by selecting from a wide range of raw materials, adjusting the composition of its product mix and producing products that meet exacting customer specifications, including several specialty products. RCI's production facility locations and integrated global logistics network also strategically position it to capitalize on market opportunities by addressing raw material supply and product demand on a global basis in both established and emerging markets.

Forward Looking Statements
This press release contains certain forward-looking information and forward-looking statements as defined in applicable securities laws (collectively referred to as "forward-looking statements"). Forward-looking statements include: statements regarding the terms and timing for completion of the Tender Offers and Consent Solicitation, including the acceptance for purchase of any Notes validly tendered and the expected Early Tender Deadline, Expiration Date and Settlement Dates thereof; and the satisfaction or waiver of certain conditions of the Tender Offers and Consent Solicitation, including the Financing Condition.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of RCI to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause actual results to vary include, but are not limited to, inadequate investor response on adequate terms to the issuance of debt intended to satisfy the Financing Condition, conditions in financial markets and investor response to RCI's Tender Offers and Consent Solicitation.

Readers are cautioned against unduly relying on forward-looking statements. Forward-looking statements are made as of the date of the relevant document and, except as required by law, RCI undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise.

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