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2016-10-31

Eastman Chemical Company: Eastman Chemical Company Announces Cash Tender Offer for up to $400 Million in Aggregate Principal Amount of Certain Outstanding Debt

Eastman Chemical Company Announces Cash Tender Offer for up to $400 Million in
Aggregate Principal Amount of Certain Outstanding Debt Securities

KINGSPORT, Tenn., October 31, 2016 - Eastman Chemical Company (NYSE:EMN) today
announced that it has commenced a tender offer (the "Tender Offer") to
purchase for cash, subject to each Tender Cap specified in the table below,
up to $400,000,000 combined aggregate principal amount (the "Maximum Tender
Amount") of the specified series of its outstanding debt securities listed in
the table below (collectively, the "Notes"). A comprehensive description of
the terms of the Tender Offer is included in Eastman's Offer to Purchase,
dated October 31, 2016 (the "Offer to Purchase"). The amounts of each series
of Notes that are purchased will be determined in accordance with the
acceptance priority levels specified in the table below and on the cover page
of the Offer to Purchase in the column entitled "Acceptance Priority Level"
(the "Acceptance Priority Level"), with 1 being the highest Acceptance
Priority Level.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| Title of Security CUSIP Number Principal Amount Tender Cap(1) Acceptance Priority Level Reference Bloomberg Reference Early Tender Premium Fixed Spread (basis |
| Outstanding Page(2) points) |
| U.S. Treasury Security (per $1,000 |
| principal amount) |
| 7 5/8% Debentures due 277432 AC4 $53,901,000 $10,000,000 1 1.5% due 08/15/26 PX1 $30 +90 |
|2024............ |
| 7.60% Debentures due 277432 AD2 $223,396,000 $50,000,000 2 1.5% due 08/15/26 PX1 $30 +110 |
|2027............. |
| 7 1/4% Debentures due 277432 AB6 $244,421,000 $50,000,000 3 1.5% due 08/15/26 PX1 $30 +85 |
|2024............ |
| 4.5% Notes due 277432 AK6 $250,000,000 $50,000,000 4 1.25% due 10/31/21 PX1 $30 +80 |
|2021......................... |
| 3.6% Notes due 277432 AN0 $900,000,000 $150,000,000 5 1.25% due 10/31/21 PX1 $30 +100 |
|2022......................... |
| 3.80% Notes due 277432 AR1 $800,000,000 $100,000,000 6 1.5% due 08/15/26 PX1 $30 +115 |
|2025....................... |
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
_________________

(1) The Tender Cap for each series represents the maximum aggregate principal
amount of Notes of such series that will be purchased in the Tender Offer.
(2) The applicable page on Bloomberg from which the Dealer Manager for the
Tender Offer will quote the bid-side prices of the applicable U.S. Treasury
Security at the Tender Offer Price Determination Date.

The Tender Offer is being made upon, and is subject to, the terms and
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal. The Tender Offer will expire at midnight, New York City time, at
the end of the day on November 29, 2016, unless extended or earlier
terminated by Eastman (the "Expiration Date"). Tenders of Notes may be
withdrawn at any time at or prior to 5:00 p.m., New York City time, on
November 14, 2016, but may not be withdrawn thereafter except in certain
limited circumstances where additional withdrawal rights are required by law.

The consideration paid in the Tender Offer for Notes that are validly tendered
and accepted for purchase will be determined in accordance with standard
market practice as described in the Offer to Purchase by reference to the
applicable fixed spread specified in the table above over the yield to
maturity of the applicable U.S. Treasury Security specified in the table
above and in the Offer to Purchase (the "Total Consideration"). Holders of
Notes that are validly tendered and not withdrawn at or prior to 5:00 p.m.,
New York City time, on November 14, 2016 (the "Early Tender Date") and
accepted for purchase will receive the applicable Total Consideration per
$1,000 principal amount of such Notes, which includes an early tender premium
of $30 per $1,000 principal amount of the Notes (the "Early Tender Premium").
Holders of Notes that are validly tendered following the Early Tender Date
and on or prior to the Expiration Date and are accepted for purchase will
only receive the applicable "Tender Offer Consideration" per $1,000 principal
amount of such Notes, which is equal to the applicable Total Consideration
minus the Early Tender Premium. The Total Consideration will be determined at
2:00 p.m., New York City time, on November 15, 2016 unless extended by
Eastman (the "Tender Offer Price Determination Date").

Payment for Notes purchased will include accrued and unpaid interest from and
including the last interest payment date applicable to the relevant series of
Notes up to, but not including, the applicable settlement date for such Notes
accepted for purchase. The settlement date for Notes that are validly
tendered on or prior to the Early Tender Date and accepted for purchase is
expected to be November 21, 2016, four business days following the Tender
Offer Price Determination Date (the "Early Settlement Date"). The settlement
date for the Notes that are tendered following the Early Tender Date but on
or prior to the Expiration Date and accepted for purchase is expected to be
November 30, 2016, one business day following the Expiration Date (the "Final
Settlement Date"), assuming the Maximum Tender Amount is not purchased on the
Early Settlement Date and subject to the Tender Caps.

Subject to the Tender Caps set forth in the table above and the Maximum Tender
Amount, all Notes validly tendered and not validly withdrawn on or before the
Early Tender Date having a higher Acceptance Priority Level (with 1 being the
highest) will be accepted before any tendered Notes having a lower Acceptance
Priority Level, and all Notes validly tendered after the Early Tender Date
having a higher Acceptance Priority Level will be accepted before any Notes
tendered after the Early Tender Date having a lower Acceptance Priority
Level. However, even if the Tender Offer is not fully subscribed as of the
Early Tender Date, subject to the Tender Caps and the Maximum Tender Amount,
Notes validly tendered and not validly withdrawn on or before the Early
Tender Date will be accepted for purchase in priority to Notes tendered after
the Early Tender Date even if such Notes tendered after the Early Tender Date
have a higher Acceptance Priority Level than Notes tendered prior to the
Early Tender Date.

Notes of a series may be subject to proration if the aggregate principal
amount of the Notes of such series validly tendered and not validly withdrawn
is greater than the applicable Tender Cap or would cause the Maximum Tender
Amount to be exceeded. Furthermore, if the Tender Offer is fully subscribed
as of the Early Tender Date, holders who validly tender Notes following the
Early Tender Date will not have any of their Notes accepted for payment.

Eastman's obligation to accept for payment and to pay for the Notes validly
tendered in the Tender Offer is subject to the satisfaction or waiver of
certain conditions, including Eastman completing the offering and sale of new
debt securities (the "New Notes Offering") on terms acceptable to Eastman
(the "Financing Condition"). The Tender Offer does not constitute an offer to
sell or a solicitation of an offer to buy any securities or other financial
instruments that may be issued or otherwise incurred in connection with the
New Notes Offering. Eastman reserves the right, subject to applicable law,
to: (i) waive any and all conditions to the Tender Offer; (ii) extend or
terminate the Tender Offer; (iii) increase or decrease the Maximum Tender
Amount and/or increase, decrease or eliminate one or more of the Tender Caps;
or (iv) otherwise amend the Tender Offer in any respect. Eastman is not
soliciting consents from holders of securities in connection with the Tender
Offer.

Eastman has retained Citigroup Global Markets Inc. to act as exclusive Dealer
Manager. Global Bondholder Services Corporation is the Information Agent and
Depositary. For additional information regarding the terms of the tender
offer, please contact: Citigroup Global Markets Inc. at (800) 558-3745 (toll
free) or (212) 723-6106 (collect). Requests for documents and questions
regarding the tendering of securities may be directed to Global Bondholder
Services Corporation by telephone at (212) 430-3774 (for banks and brokers
only), (866) 794-2200 (for all others toll-free) or +001 (212) 430-3774
(international), by email at contact@gbsc-usa.com or to the Dealer Manager at
its telephone numbers. These documents regarding the tendering of securities
are also available at http://www.gbsc-usa.com/Eastman/.

This press release is for informational purposes only and is not an offer to
purchase or a solicitation of an offer to sell with respect to any Notes nor
is this announcement an offer ...

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