Sequa Corporation Announces Early Tender Results of Tender Offers and Consent Solicitation for Its 11.75% Senior Notes Due 2015 and 13.50% Senior PIK Notes Due 2015

NEW YORK, Dec. 12, 2012 /PRNewswire/ -- Sequa Corporation (the "Company" or "Sequa") today announced the results, as of 5:00 P.M., Eastern Time, on December 11, 2012 (the "Early Tender Deadline"), of its previously announced tender offers and consent solicitation for its 11.75% Senior Notes due 2015 (the "11.75% Notes") and its 13.50% Senior PIK Notes due 2015 (the "13.50% Notes," and together with the 11.75% Notes, the "Notes").

As of the Early Tender Deadline, Sequa received valid tenders and consents from holders of $488,396,000 in aggregate principal amount of 11.75% Notes, representing 97.7% of the outstanding aggregate principal amount of 11.75% Notes, and $233,458,836 in aggregate principal amount of 13.50% Notes, representing 90.5% of the outstanding aggregate principal amount of 13.50% Notes.

Sequa expects to accept for purchase all Notes validly tendered and not withdrawn prior to the Early Tender Deadline (and all related consents) on December 19, 2012 (the "Initial Payment Date").  The Initial Payment Date may, if the Company so elects, be on another business day following the Early Tender Deadline but before the Expiration Time (as defined below). 

The consents received from holders exceed the amount needed to adopt the proposed base amendments to the indenture governing the Notes. Accordingly, Sequa has executed a supplemental indenture for the Notes effecting the proposed base amendments with respect to the Notes.  The supplemental indenture will become operative upon payment for the tendered Notes accepted for purchase. The supplemental indenture will eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture.  In addition, the Supplemental Indenture will provide that a notice of redemption to Holders whose Notes are to be redeemed will be permitted to be provided not less than 3 days before a redemption date instead of not less than 30 days before a redemption date as currently required under the Indenture.

The tender offers remain open and are scheduled to expire at 11:59 P.M., Eastern Time, on December 26, 2012, unless extended or earlier terminated (the "Expiration Time").  Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline but by the Expiration Time will receive the offer consideration of $1,004.38 and $1,008.75 per $1,000 principal amount of 11.75% Notes and 13.50% Notes, respectively, plus accrued and unpaid interest, if such Notes are accepted for purchase, and therefore will not receive the early tender payment of $30.00 per $1,000 principal amount of Notes.

Withdrawal rights for the tender offers and consent solicitation expired at 5:00 P.M., Eastern Time, on December 11, 2012. Accordingly, holders may not withdraw Notes or revoke consents previously or hereafter tendered and delivered except as contemplated in the Offer to Purchase and Consent Solicitation Statement or as required by law.

The tender offers are subject to the satisfaction or waiver of certain conditions, including a financing condition and general conditions.  The complete terms and conditions of the tender offers and consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated November 28, 2012 and the related Consent and Letter of Transmittal, copies of which may be obtained by contacting D.F. King & Co., Inc., as Tender Agent and Information Agent, at (800) 769-4414 (U.S. toll-free) or (212) 269-5550 (banks and brokers).  The Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal also address certain U.S. federal income tax consequences. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.

Sequa has retained Barclays Capital Inc. to serve as the Dealer Manager for the tender offers and consent solicitation.  Questions regarding the tender offers and consent solicitation may be directed to Barclays Capital Inc. at (800) 438-3242 (U.S. toll-free) or (212) 528-7581 (collect).  You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance.

None of Sequa, the Dealer Manager, the Tender Agent or the Information Agent makes any recommendation as to whether holders should tender their Notes pursuant to the tender offers or consent to the proposed indenture amendments, and no one has been authorized by any of them to make such recommendations.  Holders must make their own decisions as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.

This press release does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to, any Notes or other securities, nor shall there be any purchase of Notes or solicitation of consents in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.  The tender offers and consent solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement dated November 28, 2012 and related Consent and Letter of Transmittal.  In any jurisdiction where the laws require the tender offers and consent solicitation to be made by a licensed broker or dealer, they will be deemed made on behalf of Sequa by Barclays Capital Inc. or one or more registered brokers or dealers under the laws of such jurisdiction.  The tender offers and consent solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.

About Sequa

Sequa Corporation is a diversified industrial company that operates in the aerospace and metal coatings industries. Sequa Corporation is owned by The Carlyle Group. For additional information visit www.sequa.com.

Forward-Looking Statements

Statements in this press release (or otherwise made by the Company or on its behalf) that are not historical facts, including statements regarding the Company's estimates, expectations, beliefs, intentions, projections or strategies for the future may be "forward-looking statements".  The words "expects", "believes", "plans", "anticipates", and similar expressions are intended to identify forward-looking statements.  All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements. 

These risks and uncertainties include, but are not limited to, the cyclical nature of the Company's business and inability to predict the timing or severity of future economic downturns, significant amount of indebtedness and related debt service obligations, participation in markets that are competitive, ability to comply with governmental regulations and the government's ability to revoke important authorizations and approvals if the Company is unable to comply, increases in costs or disruptions of the supply of the Company's raw materials, risks associated with the Company's multi-year, fixed-price contracts and other material agreements to which the Company is a party, economic, political and other developments associated with its international operations, and other risks and uncertainties, including those listed in the Company's Annual Report for the year ended December 31, 2011 under the caption "Risk Factors." The Company believes that all forward-looking statements are based on reasonable assumptions when made; however, the Company cautions that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to update these statements in light of subsequent events or developments. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in any forward-looking statement. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report for the year ended December 31, 2011 and Quarterly Reports for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012, which are available as explained in the Offer to Purchase and Consent Solicitation Statement under "Where You Can Find More Information".

Caution should be taken not to place undue reliance on forward-looking statements, which represent the Company's views only as of the date of this release, and which the Company has no current intention to update.

MEDIA CONTACT:
Andrew Farrant
(646) 283-0134
andrew_farrant@sequa.com 

SOURCE Sequa Corporation



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http://www.sequa.com

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