Stolt-Nielsen Transportation tenders for notes

New York, Jan. 25 - Stolt-Nielsen SA said its Stolt-Nielsen Transportation Group Ltd. subsidiary has begun a cash tender offer for any and all of its 8.48% senior notes due Aug. 31, 2006, 7.51% senior notes due Aug. 31, 2007, 6.96% senior notes due June 18, 2008 and 7.11% senior notes due June 18, 2013. In total $313.6 million principal amount of the notes is outstanding.

As required by the terms of the notes, funding will come from the $502.0 million proceeds from Stolt-Nielsen's sale of its interest in Stolt Offshore SA.

Stolt-Nielsen is also soliciting consents to amend the note indenture to eliminate substantially all of the covenants and certain events of default and to eliminate the 1% consent fee payable with respect to the notes. The solicitation also seeks consents to release the remaining collateral securing the notes.

Stolt-Nielsen is offering par plus a 1% per annum fee plus accrued interest for the notes.

In addition, the company is offering a consent fee of $24.42 for the 8.48% notes, $28.62 for the 7.51% notes, $28.86 for the 6.96% notes and $72.52 for the 7.11% notes.

The consent payment will only be paid to holders who tender with consents by the consent deadline of 5 p.m. ET on Feb. 7.

The consent solicitation ends at 5 p.m. ET on Feb. 18, and the tender ends at midnight ET on Feb. 22.

In total, Stolt-Nielsen is offering per $1,000 principal amount:

* $1,046.80 for the $62.8 million 8.48% notes made up of $2.36 for the 1% fee, $20.02 of accrued interest and the $24.42 consent payment;

* $1,048.71 for the $75 million 7.51% notes made up of $2.36 for the 1% fee, $17.73 of accrued interest and the $28.62 consent payment;

* $1,043.61 for the $160.8 million 6.96% notes made up of $1.86 for the 1% fee, $12.95 of accrued interest and the $28.86 consent payment;

* $1,087.61 for the $15 million 7.11% notes made up of $1.86 for the 1% fee, $13.23 of accrued interest and the $72.52 consent payment.

The figures assume a Feb. 25 payment date.

The tender is not subject to any conditions. The indenture amendments need the consent of two-thirds of the 8.48% notes, two-thirds of the 7.51% notes and two-thirds of the 6.96% notes and 7.11% notes combined.

The release of collateral requires the support of two-thirds of each series of notes, taken individually.

Additional information is available from Richard M. Lemanski or Howard J. Merkel of Stolt-Nielsen at 203 625-9400. The information agent is Morrow & Co., Inc. (212 754-8000 or 800 654-2468).

Stolt-Nielsen is a London-based provider of transportation services for bulk liquid chemicals.

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