Rain Carbon Announces Allocation of €390.0M Term Loan B Credit Facility

12/11/17

Rain Carbon Inc. announced today that the joint arrangers for its new proposed senior secured credit facilities, comprised of a €390.0 million term loan B facility to be made to its wholly-owned subsidiary Rain Carbon GmbH and a $150.0 million revolving credit facility to be made available to RCI and certain of its subsidiaries in the United States, Canada, Germany and Belgium, have allocated the loans to be made under the New Term Loan B Facility. RCI expects that loans made under the New Term Loan B Facility will bear interest at a rate per annum equal to EURIBOR (subject to a 0.0% floor) plus 3.00%, and that borrowings under the New Revolving Credit Facility will bear interest at a rate per annum equal to LIBOR (or the equivalent in other applicable currencies, and subject to a 0.0% floor) plus 2.50%. RCI expects to consummate the New Senior Credit Facilities on January 16, 2018 (the "Closing Date"). The New Term Loan B Facility and New Revolving Credit Facility would mature 7 years and 5 years, respectively, after the Closing Date.

RCI also announced today that its wholly owned subsidiary, Rain CII Carbon LLC ("RCC"), has conditionally called for a full redemption on the Closing Date of RCC's outstanding 8.25% U.S. dollar-denominated Senior Secured Notes due 2021 (the "RCC US Notes"), of which approximately $245.8 million remains outstanding, and of RCC's outstanding 8.50% Euro-denominated Senior Secured Notes due 2021 (the "RCC Euro Notes", and together with the RCC US Notes, the "RCC Notes"), of which approximately €198.5 million remains outstanding. The RCC US Notes and RCC Euro Notes are expected to be redeemed at 102.063% and 102.125%, respectively. RCI intends to fully draw on the New Loan B Facility on the Closing Date, and to apply all the New Term Loan B Facility proceeds to fund the redemption of a portion of the outstanding RCC Notes. RCI will utilize cash from its balance sheet to fund the remaining portion of the outstanding RCC Notes and the fees and other transaction costs related to the New Senior Credit Facilities. The redemption of the RCC Notes is conditioned upon the consummation of the New Senior Credit Facilities. This press release shall not constitute a notice of redemption of any RCC Notes. Any such redemption notice may only be made pursuant to, and in accordance with, the indenture governing the RCC Notes.

About RCI

RCI is a leading vertically integrated global producer of a diversified portfolio of carbon-based and chemical products that are essential raw materials for staples of everyday life. RCI operates in two business segments: carbon and chemicals. RCI's carbon business segment converts the by-products of oil refining and steel production into high-value carbon-based products that are critical raw materials for the aluminum, graphite, carbon black, wood preservation, titanium dioxide, refractory and several other global industries. RCI's chemicals business segment extends the value chain of its carbon processing through the downstream refining of a portion of this output into high-value chemical products that are critical raw materials for the specialty chemicals, coatings, construction, petroleum and several other global industries. RCI has longstanding relationships with most of its major customers, including several of the largest companies in the global aluminum, graphite and specialty chemicals industries, and with most of its major raw material suppliers, including several of the world's largest oil refiners and steel producers. RCI's scale and process sophistication provides it the flexibility to capitalize on market opportunities by selecting from a wide range of raw materials, adjusting the composition of its product mix and producing products that meet exacting customer specifications, including several specialty products. RCI's production facility locations and integrated global logistics network also strategically position it to capitalize on market opportunities by addressing raw material supply and product demand on a global basis in both established and emerging markets.