Element Solutions Inc Announces Closing of Senior Notes Offering

Element Solutions Inc (NYSE:ESI) (the “Company”) today announced that it has closed its previously-announced private offering of $800 million aggregate principal amount of senior notes due 2028 (the “Notes”). The Notes bear interest at a rate of 3.875% per annum, to be paid semi-annually in arrears, and will mature on September 1, 2028. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s existing domestic subsidiaries.

In connection with the offering of the Notes, the Company has issued a conditional notice of redemption providing for the redemption (the “Redemption”) of the full $800 million aggregate principal amount of its 5.875% senior notes due 2025 (the “Existing Notes”). The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to pay the consideration for the Redemption, plus accrued and unpaid interest on the Existing Notes, if any, along with fees and expenses incurred in connection with the offering of the Notes and the Redemption.

The Notes were offered solely to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or any applicable state securities laws and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell, or a solicitation of an offer to purchase any securities and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which, or to any person to whom, such an offer, solicitation, or sale is unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

This press release does not constitute a notice of redemption of the Existing Notes.

Forward-looking Statements

This press release contains forward-looking statements, including, but not limited to, statements regarding the completion of the Redemption, the Company's planned use of any proceeds from the offering of the Notes and its ability to redeem the Existing Notes pursuant to the related indenture. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, market and other general economic conditions; the Company’s ability to consummate the Redemption; the Company’s perception of future availability of equity or debt financing needed to fund its businesses and the risk factors set forth in the periodic reports and other documents filed or to be filed by the Company with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2019 and quarterly report on Form 10-Q for the quarter ended June 30, 2020. These forward-looking statements are made as of the date of this press release and the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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