LUXEMBOURG, May 3, 2016 /PRNewswire/ --
Gestamp Funding Luxembourg S.A. (the "Company") announced today that it has commenced a tender offer (the "Offer") to repurchase for cash any and all of its outstanding 5.875% senior secured notes due 2020 (the "Notes").
Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the indenture governing the Notes (the "Indenture") or in the Offer to Purchase dated May 3, 2016 (the "Offer to Purchase"). The Offer will be made solely by, and subject to terms and conditions set forth in, the Offer to Purchase, copies of which are available to Noteholders directly from the Tender Agent, subject to the offer and distribution restrictions set out in the Offer to Purchase.
Noteholders that submit a valid Electronic Instruction or Notice of Guaranteed Delivery (each as defined in the Offer to Purchase) on or before the Expiration Date 11:00 p.m., London time, on May 9, 2016 and whose Notes are accepted for purchase will receive the Total Consideration (as set forth below), plus accrued and unpaid interest ("Accrued Interest") up to, but not including, the Payment Date (as defined below). No tenders will be valid if received by the Tender Agent after the Expiration Date. For the avoidance of doubt, no interest payment shall be payable on May 31, 2016 in respect of any Notes accepted for purchase pursuant to the Offer.
Description of the Notes: 5.875% Senior Secured Notes due 2020
Original Principal Amount: €500,000,000, which comprises Notes sold pursuant to Regulation S and Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate principal amount of Notes outstanding is €494,500,000.
ISIN/Common Code: (Reg-S) ISIN: XS0925126491/Common Code: 092512649 // (Rule 144A) ISIN: XS0925126574/Common Code: 092512657
Maturity Date: May 31, 2020
Total Consideration: €1,032.5 per €1,000 principal amount of Notes validly tendered and accepted. Plus Accrued Interest unpaid to but not including the Payment Date.
The Company is commencing the Offer as part of a refinancing transaction (the "Refinancing") pursuant to which the Company expects to issue, on or prior to the Payment Date (the "New Notes Issuance"), new senior secured notes (the "New Notes"), on terms and conditions satisfactory to the Company (the "Financing Condition"). The Offer is conditioned, among other conditions (the "General Conditions"), on the Financing Condition (the Financing Condition and the General Conditions referred to collectively as the "Conditions") as described in the Offer to Purchase. The purpose of the Offer is to acquire any and all outstanding Notes. Notes repurchased by the Company pursuant to the Offer will be cancelled and will not be re-issued or re-sold. The proceeds of the New Notes Issuance will be used, among other things, to purchase Notes pursuant to the Offer and, if required, fund the Post-Closing Redemption (as defined below). There can be no assurance that the Company will be able to complete the New Notes Issuance and satisfy the Conditions.
Subject to applicable law, the Company reserves the right, in its sole discretion, to waive any and all conditions to the Offer.
If the New Notes Issuance is completed, to the extent that less than 100% of the outstanding Notes are tendered and accepted for purchase pursuant to the Offer, the Company intends to redeem or satisfy and discharge any remaining Notes upon the terms and conditions set forth in the Indenture (the "Post-Closing Redemption"). This announcement does not constitute a notice of redemption or an obligation to issue a notice of redemption.
Any Notes validly tendered and accepted for purchase pursuant to the Offer and any Notes redeemed pursuant to the Post-Closing Redemption will be cancelled.
Commencement Date: May 3, 2016
Expiration Date: 11:00 p.m., London time, on May 9, 2016, unless the Offer is extended or earlier terminated. In the case of an extension, the Expiration Date will be such other date and time as so extended.
Acceptance Date: Subject to the satisfaction or waiver of the conditions of the Offer, a date following the Expiration Date (which date may be the same as the Expiration Date).
Payment Date: Expected to be May 12, 2016
The above dates and times are subject, where applicable, to the right of the Company, in its sole discretion, to extend, re-open, amend and/or terminate the Offer, subject to applicable laws and as provided in the Offer to Purchase.
Participating in the Offer
Notes may only be tendered in minimum denominations of €100,000 and integral multiples of €1,000 thereafter. Tenders of the Notes pursuant to the Offer may only be withdrawn in accordance with the procedures described in the Offer to Purchase.
A holder or beneficial owner wishing to participate in the Offer must tender its Notes in accordance with the customary procedures of Euroclear or Clearstream, as the case may be. Noteholders and beneficial owners should check with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary will apply different deadlines for participation to those set out in the Offer to Purchase and, if so, they should follow those deadlines.
Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This announcement is not an offer to purchase or a solicitation of an offer to purchase. The Offer is being made solely by the Company pursuant to the Offer to Purchase. The Offer is not being made to, nor will the Company accept tenders of Notes from, Noteholders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This announcement contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as the words "expect", "estimate", "project", "anticipate", "believes", "should", "could", 'intend", "plan", "probability", "risk", "target", "goal", "objective", "may", "will", "endeavour", "outlook", "optimistic", "prospects" or by the use of similar expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements. Because the factors referred to in this announcement could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made in this announcement by us or on our behalf, we caution you against relying on any of these forward-looking statements. Furthermore, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors will emerge in the future, and it is not possible for us to predict such factors. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an offer or an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Offer to Purchase come are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. The Offer will be made solely by, and subject to terms and conditions set forth in, the Offer to Purchase, subject to the offer and distribution restrictions set out in the Offer to Purchase.
This announcement contains important information which should be read carefully before any decision is made with respect to the Offer (as defined below) and must be read in conjunction with the Offer to Purchase (as defined below). Any individual or company whose Notes (as defined below) are held by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity and instruct such entity, as the holder of such Notes, to tender their Notes in accordance with the customary procedures of Euroclear Bank S.A/N.V. or Clearstream Banking, societé anonyme, as applicable. Any holder of Notes (each a "Noteholder") who is in doubt as to what action to take should contact an independent professional adviser for advice on the merits of the Offer including, without limitation, the tax consequences thereof. None of the Company, the Tender Agent or the Dealer Manager makes any recommendation whether a holder of Notes should tender such Notes in the Offer. Any deadlines set by any intermediary or clearing system may be earlier than the deadlines specified in the Offer to Purchase.
For further information:
For further information please contact the Dealer Manager, Deutsche Bank AG, London Branch (Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom; Attention: Liability Management Group, Tel: +44(0)20754-58011, Email: firstname.lastname@example.org) or the Tender Agent, Lucid Issuer Services Limited (Tankerton Works, 12 Argyle Walk, London WC1H 8HA, United Kingdom; Attention: Victor Parzyjagla, Tel: +44(0)20-7704-0880, Email: email@example.com).
A complete description of the terms and conditions of the Offer are set out in the Offer to Purchase. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are available at the following web address: https://library.lucid-is.com/gestamp.
SOURCE Gestamp Funding Luxembourg S.A