UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 8.01. | Other Events |
On August 12, 2024, Eastman Chemical Company (the “Company”) issued a press release announcing the early tender results for the previously announced cash tender offer (the “Tender Offer”) to purchase up to $250,000,000 (the “Tender Cap”) aggregate principal amount of its 3.800% Notes due 2025 (the “Notes”). The terms and conditions of the Tender Offer are set forth in the offer to purchase, dated July 29, 2024 (the “Offer to Purchase”).
As of 5:00 p.m., New York City time, on August 9, 2024 (the “Early Tender Deadline”), $276,887,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn in the Tender Offer. The purchase of all of the Notes validly tendered and not validly withdrawn in the Tender Offer would cause the Company to purchase Notes with an aggregate principal amount in excess of the Tender Cap. Accordingly, the Notes will be purchased on a pro rata basis up to the Tender Cap in the manner described in the Offer to Purchase. Since the Tender Offer was fully subscribed as of the Early Tender Deadline, the Company will not accept for purchase any Notes validly tendered after the Early Tender Deadline. The Tender Offer will expire at 5:00 p.m., New York City time, on August 26, 2024, unless extended or earlier terminated.
On August 12, 2024, the Company also issued a press release announcing the pricing of the Tender Offer and the Company’s acceptance of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline on a pro rata basis up to the Tender Cap in the manner described in the Offer to Purchase.
Copies of the press releases announcing the early tender results and pricing are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on 8-K and are incorporated herein by reference.
The information contained in Item 8.01 of this Current Report on Form 8-K and in the press releases attached hereto are for informational purposes only and do not constitute an offer to purchase the Notes. The Tender 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.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Number |
Exhibit | |
99.1 | Early tender results press release issued August 12, 2024 | |
99.2 | Pricing press release issued August 12, 2024 | |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EASTMAN CHEMICAL COMPANY | ||||||
Date: August 12, 2024 | By: | /s/ Kevin H. Wang | ||||
Kevin H. Wang Vice President and Treasurer |