Motiva Enterprises LLC Cash Tender Offer

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

HOUSTON (Sept. 12, 2022) – Motiva Enterprises LLC (“Motiva”) announced today that it has priced the previously announced cash tender offer (the “Offer”) for any and all of its outstanding 6.85% senior notes due January 15, 2040 (the “Notes”). The Offer is being 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.”

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

Reference Yield

Fixed Spread

Tender Offer Consideration(1)(2)

6.85% Notes
due 2040

 

61980AAD5 / US61980AAD54 (144A)

 

U61999AC9 / USU61999AC95 (Reg S)

$1,000,000,000

3.375% UST
due
August 15, 2042

FIT1

3.725%

300 bps

$1,012.56

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

(2)   Excludes accrued and unpaid interest from the last interest payment date up to, but not including, the Settlement Date, which will be paid in addition to the Tender Offer Consideration.

The Offer will expire today at 5:00 p.m., New York City time, unless extended (such time and date, as may be extended, the “Expiration Date”) or earlier terminated, as described in the Offer Documents.

The “Tender Offer Consideration” listed in the table above for each $1,000 principal amount of Notes validly tendered, not validly withdrawn and accepted for purchase pursuant to the Offer to Purchase, was determined in the manner described in the Offer Documents by reference to the fixed spread for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.

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 will be purchased on September 16, 2022, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

The consummation of the Offer is neither conditioned upon any minimum amount of Notes being tendered nor is it subject to a financing condition. However, it is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase.

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 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. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.

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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