NOVA Chemicals Corporation Announces Pricing of Private Offering of $650 Million of Senior Unsecured Notes

6 February 2024

NOVA Chemicals Corporation announced today the pricing of a private offering of $650 million of senior unsecured notes, structured as 6-year non-call 2.5-years (the "2030 Notes"). The 2030 Notes will have an interest rate of 9% per annum.  Alongside the 2030 Notes offering, NOVA Chemicals announced a tender offer and consent solicitation for any and all of the remaining $650 million of its 4.875%, senior notes due 2024 (the "2024 Notes").  NOVA Chemicals plans to use the net proceeds of the 2030 Notes offering to redeem the remaining $650 million of 2024 Notes or other indebtedness, to pay fees and expenses related to the offering, and general corporate purposes. The closing of the offering of the 2030 Notes is expected to occur on February 12, 2024, subject to customary closing conditions.

The successful issuance will allow for extension of NOVA Chemicals' debt maturity profile while the call feature provides additional flexibility for NOVA Chemicals.

RBC Capital Markets, LLC. acted as lead bookrunner on the offering of the 2030 Notes, and TD Securities (USA) LLC, HSBC Securities (USA) Inc., Scotia Capital (USA) Inc., Barclays Capital Inc., PNC Capital Markets LLC, Morgan Stanley & Co. LLC, Loop Capital Markets LLC, SMBC Nikko Securities America, Inc, and National Bank of Canada Financial Inc. acted as Joint Bookrunners.  Abu Dhabi Commercial Bank PJSC and First Abu Dhabi Bank PJSC acted as financial advisors on the transaction.

RBC Capital Markets, LLC and TD Securities (USA) LLC are acting as co-dealer managers for the tender offer and consent solicitation for the 2024 Notes.

Simpson Thatcher & Bartlett LLP acted as lead legal counsel to NOVA Chemicals, with Osler, Hoskin & Harcourt LLP and Stewart McKelvey providing support on Canadian aspects of the deal, and Latham & Watkins LLP as lead legal counsel to the underwriters, with Torys LLP providing support on Canadian aspects of the deal.

The 2030 Notes will be issued in reliance on the exemption from the registration requirements provided by Rule 144A and Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act"). The 2030 Notes have not been registered under the Securities Act or the laws of any state or other jurisdiction and 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 applicable state securities laws.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor will there be any sale of any security in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state other jurisdiction.

Forward-Looking Statements

This news release contains forward-looking statements. By their nature, forward-looking statements require NOVA Chemicals to make assumptions and are subject to inherent risks and uncertainties. NOVA Chemicals' forward-looking statements are expressly qualified in their entirety by this cautionary statement. In addition, the forward-looking statements are made only as of the date of this news release, and except as required by applicable law, NOVA Chemicals undertakes no obligation to update the forward-looking statements to reflect new information, subsequent events or otherwise.

About NOVA Chemicals.

NOVA Chemicals develops and manufactures chemicals and plastic resins that make everyday life healthier, easier and safer. Our employees work to ensure health, safety, security and environmental stewardship through our commitment to Sustainability and Responsible Care®. NOVA Chemicals, headquartered in Calgary, Alberta, Canada, is wholly owned ultimately by Mubadala Investment Company PJSC of the Emirate of Abu Dhabi, United Arab Emirates, which, in turn is wholly owned by the government of the Emirate of Abu Dhabi.

The NOVA Chemicals logo is a registered trademark of NOVA Brands Ltd.; authorized use/utilisation autorisée.

Responsible Care is a registered trademark of the Chemistry Industry Association of Canada.