by Pankti Antani
Apr 07, 2026 9:01 AM ET
SASOL FINANCING USA LLC ANNOUNCES RESULTS OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING DEBT SECURITIES
JOHANNESBURG, April 7, 2026 /PRNewswire/ -- Sasol Financing USA LLC (NYSE: SSL) ("Sasol" or the "Company") announced today the results of its previously announced tender offer (the "Any and All Tender Offer") to purchase for cash any and all of its outstanding 6.500% Notes due 2028 (the "2028 Notes"). The Any and All Tender Offer is being made pursuant to the terms and conditions set forth in the Offer to Purchase dated March 30, 2026 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Any and All Tender Offer. Unless otherwise defined herein, terms defined in the Offer to Purchase (as defined below) are used herein as therein defined.
As of 5:00 p.m., New York City time, on April 6, 2026 (such date and time, the "Any and All Tender Offer Expiration Date"), according to information provided to Kroll Issuer Services Limited, the tender agent for the Any and All Tender Offer, the aggregate principal amount of 2028 Notes listed in the table below has been validly tendered and not validly withdrawn. As of the date hereof, tender instructions for $236,000 aggregate principal amount of 2028 Notes have been received using the Notice of Guaranteed Delivery procedures described in the Offer to Purchase. The Any and All Guaranteed Delivery Expiration Date is 5:00 p.m., New York City time, on April 8, 2026. Withdrawal rights for the 2028 Notes expired at 5:00 p.m., New York City time, on the Any and All Tender Offer Expiration Date.
Title of | CUSIP/ ISIN | Principal | Aggregate | Aggregate | Total | Listing |
6.500% notes | 80386W AB1/ | $750,000,000 | $416,204,000 | $416,204,000 | $1,012.50 | New York |
(1) Principal amount outstanding as of the Commencement Date. | ||||||
Subject to the satisfaction or waiver of the conditions to the Any and All Tender Offer, the Company expects to accept for purchase all 2028 Notes that were validly tendered at or prior to the Any and All Tender Offer Expiration Date. The Company expects to make payment for the accepted 2028 Notes on April 10, 2026 (the "Any and All Tender Offer Settlement Date"). The Company intends to fund the purchase of validly tendered and accepted 2028 Notes on the Any and All Tender Offer Settlement Date with the net proceeds from the Debt Financing (as defined herein).
The Any and All Tender Offer is conditioned upon, among other things, the successful completion (in the sole determination of the Company) of one or more debt financing transactions raising aggregate gross proceeds of an amount at least equal to $750,000,000 (the "Debt Financing" and such condition, the "Financing Condition"). The Company expects to satisfy the Financing Condition with the closing of its offering of new 8.750% senior notes due 2033, which is expected to occur on April 10, 2026. However, no assurances can be given that the Company will complete the Debt Financing.
The consideration to be paid for the 2028 Notes validly tendered and not validly withdrawn per $1,000 principal amount of such 2028 Notes validly tendered and accepted for purchase pursuant to the Any and All Tender Offer is the amount set forth in the table above under the heading "Total Consideration." Each holder who validly tendered and did not validly withdraw its 2028 Notes at or prior to the Any and All Tender Offer Expiration Date and whose 2028 Notes are accepted for purchase will be entitled to receive the applicable "Total Consideration" set forth in the table above under the heading "Total Consideration." All holders of 2028 Notes accepted for purchase will also receive accrued interest from, and including, the most recent applicable interest payment date preceding the Any and All Tender Offer Settlement Date to, but not including, the Any and All Tender Offer Settlement Date.
INFORMATION RELATING TO THE ANY AND ALL TENDER OFFER
The complete terms and conditions of the Any and All Tender Offer are set forth in the Offer to Purchase. Investors with questions regarding the terms and conditions of the Any and All Tender Offer may contact J.P. Morgan Securities plc at +44 20 2468 or by email to em_europe_lm@jpmorgan.com (Attention: Liability Management) and MUFG Securities EMEA plc at +44 20 7577 1374 or by email to Hybrids.LM@int.sc.mufg.jp (Attention: Liability Management Group).
Kroll Issuer Services Limited is the tender agent for the Any and All Tender Offer. Any questions regarding procedures for tendering 2028 Notes or request for copies of the Offer to Purchase should be directed to Kroll Issuer Services Limited by any of the following means: by telephone at +44 20 7704 0880; by email at sasol@is.kroll.com; or by internet at the following web address: https://deals.is.kroll.com/sasol.
ABOUT SASOL
A global chemicals and energy company, Sasol harnesses its knowledge and over 75 years' experience in the production and marketing of chemicals and fuels to integrate sophisticated technologies and processes into world-scale operating facilities, striving to safely and sustainably source, produce and market a range of high-quality products globally. Additional information can be found on the Company's website at https://www.sasol.com/ or at the Company's address below:
Sasol Financing USA LLC
12120 Wickchester Lane
Houston, Texas 77079
United States of America