ITT Holdings LLC (“ITT”) announced today that it intends to offer $1.22 billion aggregate principal amount of senior notes due 2029 (the “notes”) in an unregistered offering, subject to market conditions.
ITT intends to use the gross proceeds of the offering of the notes, in combination with proceeds from the company’s senior secured credit facilities, (i) to redeem all of its outstanding private placement notes, (ii) to redeem all of its tax-exempt bonds, (iii) to repay certain other indebtedness, including outstanding borrowings under a term loan credit facility at RS Ivy Holdco, Inc., (iv) to pay related premiums and accrued and unpaid interest on such indebtedness and fees, and expenses in connection therewith and (v) to fund a distribution to its equity owners.
The notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The notes will be offered only to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S of the Securities Act.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes or any other securities of ITT, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Caution Concerning Forward-Looking Statements
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “continue” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements include statements in this news release regarding the potential securities offering and our expectations regarding the use of proceeds.
Forward-looking statements are based on ITT’s current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by ITT. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, ITT assumes no obligation and expressly disclaims any duty to update information contained in this news release.
About ITT Holdings LLC
ITT Holdings LLC is one of the largest providers of independent, or third-party, bulk liquid terminal services in North America. ITT’s infrastructure assets provide bulk liquid storage, handling, and associated ancillary services for third-party customers engaged in the distribution and marketing of refined petroleum products, various manufacturing and specialty chemicals, renewable fuels (including ethanol, renewable diesel and biodiesel) and vegetable and tropical oils (collectively liquid commodities). ITT owns and operates a portfolio of high-quality bulk liquid storage terminals strategically located in key commodity distribution, transshipment and trading hubs across the U.S. and Canada. ITT plays a significant role in supporting the world’s most complex and utilized refineries and large-scale chemical facilities located in the U.S., resulting in being the premier bulk liquid terminal provider to refiners, petrochemical producers and other strategic operators who are part of the supply chain with longer-term storage requirements.
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Chief Financial Officer