Alliance One International, Inc. Announces Offering of $790 million Senior Secured Second Lien Notes Due 2021

MORRISVILLE, N.C., July 17, 2013 /PRNewswire/ -- Alliance One International, Inc. (NYSE: AOI) ("Alliance One" or the "Company") today announced its intention to offer, subject to market and other conditions, $790 million in aggregate principal amount of its senior secured second lien notes due 2021 (the "Senior Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to persons in offshore transactions in reliance on Regulation S under the Securities Act.

Alliance One intends to use a portion of the net proceeds of the offering to fund the redemption (the "Redemption") of $635 million in aggregate principal amount of its 10% senior notes due 2016 (the "2016 Notes") and the purchase of any and all of $115 million in aggregate principal amount of its 5½% convertible senior subordinated notes due 2014 (the "Convertible Notes") pursuant to its previously announced cash tender offer (the "Tender Offer").  The Redemption and the Tender Offer are conditioned upon, among other things, the successful completion of the offering.

The Company intends to apply the remaining net proceeds of the offering to pay fees and expenses related to the offering, the Redemption, the Tender Offer and the amendment and restatement of its existing senior secured revolving credit facility, as well as for other general corporate purposes, which may in the future include retiring any Convertible Notes not purchased in the Tender Offer.

This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, securities or an offer to purchase, or a solicitation of an offer to purchase, or a call for redemption of, any securities.  Any offer of the Senior Notes will be made only by means of a private offering memorandum.  The Tender Offer is being made solely pursuant to an offer to purchase and the related letter of transmittal, which set forth the complete terms of the Tender Offer.  The Senior Notes are not being registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. 

Forward-Looking Statements

This press release contains forward-looking statements.  Actual results may differ materially from those reflected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained under the heading of "Risk Factors" listed from time to time in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended March 31, 2013, filed on June 17, 2013.  In addition, it is not certain whether, and the Company can provide no assurances that, the offering of the Senior Notes will be completed on the terms described above or at all.  Risks and uncertainties include market conditions beyond the Company's control, including high-yield debt market conditions.

SOURCE Alliance One International, Inc.



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