Gemini HDPE announces amendment and upsizing of existing Term B Loan

Following the announcement on 24 November 2020 that INEOS O&P USA has agreed principal terms to acquire Sasol’s ownership of Gemini HDPE LLC (the “acquisition”), Gemini HDPE LLC has mandated Barclays and Morgan Stanley as joint lead arrangers and joint bookrunners, to arrange an amendment and upsize of its existing Term Loan B (the “transaction”) to fund the acquisition. The proposed amendments include (i) increasing the existing TLB due 2025 to $600 million total size, (ii) resetting the tenor of the TLB to 7 years, and (iii) amending certain provisions in the existing Credit Agreement to be consistent with the acquisition and recent INEOS family precedents.

It is intended that this transaction will fund the acquisition in full with no additional funding from the INEOS Group. Upon completion of the acquisition, Gemini HDPE LLC will become an unrestricted subsidiary of the INEOS Group. INEOS Group will enter into an amended Tolling Agreement with Gemini HDPE LLC, whereby it will commit to utilize 100% of the capacity of the unit for a period of 15 years. Other than the obligations under the amended Tolling Agreement, including the related guarantee of the obligations of the INEOS Group thereunder, the debt of Gemini HDPE LLC will be non-recourse to INEOS Group. INEOS Group expects an increase in EBITDA associated with the increase in capacity rights from 50% to 100% following the completion of the acquisition.