PITTSBURGH, Jan. 5, 2017 /PRNewswire/ -- Koppers Inc., a
wholly-owned subsidiary of Koppers Holdings Inc. (NYSE: KOP), announced today that it has commenced a tender offer to purchase
all of its issued and outstanding 7.875% Senior Notes due 2019 ("Senior Notes") and related solicitation of consents to certain
proposed amendments to the indenture governing the Senior Notes that would eliminate substantially all of the covenants and
certain events of default and related provisions applicable to the Senior Notes. Holders who tender their Senior Notes will
be deemed to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering
their Senior Notes in the tender offer. The tender offer and consent solicitation is being made pursuant to an offer to
purchase and consent solicitation statement and a related letter of transmittal and consent, each dated as of January 5, 2017, which set forth a more detailed description of the tender offer. The consent date of the
tender offer and consent solicitation is 5:00 p.m., New York City
time, on January 19, 2017, and the tender offer and consent solicitation will expire at
12:01 a.m., New York City time, on February
2, 2017, unless extended. Holders of the Senior Notes are urged to read carefully the offer to purchase and consent
solicitation statement and the related letter of transmittal and consent before making any decisions with respect to the tender
offer and consent solicitation.
Holders of Senior Notes that are validly tendered and not withdrawn prior to the consent date and accepted for payment will
receive $1,017.90 per $1,000 principal amount of Senior Notes, plus
any accrued and unpaid interest up to, but not including, the applicable settlement date. Holders of Senior Notes that are
validly tendered after the consent date but before the expiration date will receive $987.90 per
$1,000 principal amount of Senior Notes, plus any accrued and unpaid interest up to, but not
including, the applicable settlement date.
Pursuant to the indenture relating to the Senior Notes, Koppers Inc. is currently permitted to redeem any Senior Notes not
tendered in the tender offer and consent solicitation at a redemption price of 101.313% of principal value, declining annually in
ratable amounts until the redemption price is equivalent to the principal value on December 1,
2017. Koppers Inc. presently intends to redeem pursuant to the terms of the indenture governing the Senior Notes any Senior
Notes that remain outstanding following consummation of the tender offer at a redemption price equal to $1,013.13 per $1,000 principal amount of Senior Notes.
The tender offer is subject to the satisfaction or waiver of certain conditions described in the offer to purchase and consent
solicitation statement, including (i) that Koppers Inc. receives, on or prior to the consent date, consents that have not been
revoked in respect of at least a majority in principal amount of the Senior Notes and (ii) Koppers Inc. shall have successfully
completed one or more offerings of its debt securities with (x) terms acceptable to Koppers Inc. in its sole discretion, (y) net
proceeds sufficient to pay the applicable consideration for the tendered Senior Notes, plus accrued and unpaid interest and all
fees and expenses related to the tender offer and the consent solicitation, and the redemption price (including accrued but
unpaid interest interest) for any Senior Notes not validly tendered pursuant to the tender offer and (z) settlement occurring on
or prior to the initial settlement date of the tender offer and consent solicitation.
Persons with questions regarding the tender offer should contact the Dealer Manager and Solicitation Agent, Wells Fargo
Securities, LLC, at (866) 309-6316 (toll free) or (704) 410-4760 (collect), or the Information Agent, D.F. King & Co., Inc. at 888-644-6071 (toll free) or 212-269-5550 (for banks and brokers only).
This news release is neither an offer to purchase nor a solicitation of an offer to sell any Senior Notes or any other
securities, and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities. The tender
offer and consent solicitation is being made only by, and pursuant to, the offer to purchase and consent solicitation statement
and related letter of transmittal and consent, copies of which will be delivered to all holders of Koppers Inc.'s 7.875% Senior
Notes due 2019, and under which Koppers Inc., subject to applicable law, may terminate, withdraw or amend the tender offer and
consent solicitation. In addition, this news release does not constitute a notice of redemption of the Senior Notes under
the optional redemption provisions of the indenture governing the Senior Notes. The tender offer and consent solicitation
is not being made 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 offer and consent solicitation is
required to be made by a licensed broker or dealer, it shall be deemed to be made on behalf of Koppers Inc. by the Dealer Manager
and Solicitation Agent. None of Koppers Inc., the Dealer Manager and Solicitation Agent, the Information Agent or the
Tender Agent makes any recommendation as to whether holders of Senior Notes should tender their Senior Notes pursuant to the
tender offer or deliver consents pursuant to the consent solicitation.
About Koppers
Koppers, with corporate headquarters in Pittsburgh, Pennsylvania, is an integrated
global provider of treated wood products, wood treatment chemicals and carbon compounds. Our products and services are used
in a variety of niche applications in a diverse range of end-markets, including the railroad, specialty chemical, utility,
residential lumber, agriculture, aluminum, steel, rubber, and construction industries. Including our joint ventures, we
serve our customers through a comprehensive global manufacturing and distribution network, with facilities located in
North America, South America, Australasia, China and Europe. The stock of Koppers Holdings Inc. is publicly traded on the New York Stock Exchange
under the symbol "KOP." For more information, visit us on the Web: www.koppers.com. Questions concerning investor relations should be directed to Michael J.
Zugay at 412 227 2231 or Quynh McGuire at 412 227 2049.
Safe Harbor Statement
Certain statements in this news release are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and may include, but are not limited to, statements about sales levels, acquisitions,
restructuring, declines in the value of Koppers assets and the effect of any resulting impairment charges, profitability and
anticipated expenses and cash outflows. All forward-looking statements involve risks and uncertainties. All statements
contained herein that are not clearly historical in nature are forward-looking, and words such as "believe," "anticipate,"
"expect," "estimate," "may," "will," "should," "continue," "plans," "potential," "intends," "likely," or other similar words or
phrases are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in
other news releases, written statements or other documents filed with the Securities and Exchange Commission, or in Koppers
communications with and discussions with investors and analysts in the normal course of business through meetings, phone calls
and conference calls, regarding expectations with respect to sales, earnings, cash flows, operating efficiencies, restructurings,
the benefits of acquisitions, divestitures, joint ventures or other matters as well as financings and debt reduction, are subject
to known and unknown risks, uncertainties and contingencies. Many of these risks, uncertainties and contingencies are
beyond our control, and may cause actual results, performance or achievements to differ materially from anticipated results,
performance or achievements. Factors that might affect such forward-looking statements, include, among other things, the
impact of changes in commodity prices, such as oil and copper, on product margins; general economic and business conditions;
potential difficulties in protecting our intellectual property; the ratings on our debt and our ability to repay or refinance our
outstanding indebtedness as it matures; our ability to operate within the limitations of our debt covenants; potential impairment
of our goodwill and/or long-lived assets; demand for Koppers goods and services; competitive conditions; interest rate and
foreign currency rate fluctuations; availability and costs of key raw materials; unfavorable resolution of claims against us, as
well as those discussed more fully elsewhere in this release and in documents filed with the Securities and Exchange Commission
by Koppers, particularly our latest annual report on Form 10-K and quarterly report on Form 10-Q. Any forward-looking
statements in this release speak only as of the date of this release, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated
events.
For Information:
Michael J. Zugay, Chief Financial Officer
412 227 2231
ZugayMJ@koppers.com
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SOURCE Koppers Holdings Inc.