DENVER, May 22, 2013 /PRNewswire/ -- MacDermid, Incorporated ("MacDermid" or the "Company"), a leading global manufacturer of specialty chemicals to the electronics, industrial, offshore and printing industries, announced today that it has commenced a cash tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation," and together with the Tender Offer, the "Offer") for any and all of its $350,000,000 aggregate principal amount of 9½% Senior Subordinated Notes due 2017 (CUSIP Nos. 554273AC6, U55218AB4) (the "Notes"). The Offer is described in the Offer to Purchase and Consent Solicitation Statement dated May 22, 2013 (the "Offer to Purchase"). The Offer will expire at 11:59 p.m., New York City time, on June 19, 2013 unless extended (the "Expiration Date").
Holders who validly tender their Notes and provide their consents to the proposed amendments to the indenture governing the Notes prior to the consent payment deadline of 5:00 p.m., New York City time, on June 5, 2013, unless extended by the Company in its sole discretion (the "Consent Date"), will receive $1,037.50 per $1,000 principal amount of the Notes (which amount includes an early tender and consent payment of $30.00 per $1,000 principal amount of the Notes), plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. The primary purpose of the Consent Solicitation and the proposed amendments to the indenture governing the Notes is to eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in such indenture. Adoption of the proposed amendments could have adverse consequences upon non-tendering holders of the Notes because Notes that remain outstanding after consummation of the Offer would not be entitled to the benefits of the restrictive covenants or event of default and related provisions that are eliminated by the adoption of such amendments.
Holders who validly tender their Notes after the Consent Date, but on or prior to the Expiration Date, will receive $1,007.50 per $1,000 principal amount of the Notes, plus, in each case, any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. Holders of Notes tendered after the Consent Date will not receive the early tender and consent payment.
With respect to the Notes, following receipt of the consent of the holders of at least a majority in aggregate principal amount of such series of Notes and the Company's acceptance for payment of such Notes, the Company will execute the supplemental indenture effecting the proposed amendments. Except in certain circumstances, any Notes tendered and consents delivered may not be withdrawn after the earlier of (i) the date on which the Minimum Consents Condition (as defined below) has been satisfied or (ii) the Consent Date (collectively, the "Withdrawal Date").
The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, (i) the receipt of the consent of the holders of at least a majority in aggregate principal amount of the Notes (the "Minimum Consents Condition") and (ii) the Company or an affiliate of the Company shall have entered into a new senior secured first lien term loan and revolving credit facility and a new secured second lien credit facility (collectively, the "Credit Facilities," the entry into of which is referred to as the "Refinancing Condition"). There can be no assurance that the Credit Facilities will be consummated or that any other condition to the Offer will be satisfied. The Company reserves the right to waive any of the conditions to the Offer including, but not limited to, the Minimum Consents Condition and Refinancing Condition.
To the extent any Notes remain outstanding after the consummation of the Offer, the Company may redeem such Notes pursuant to the terms of the indenture governing the Notes.
The Company has engaged Credit Suisse Securities (USA) LLC as Dealer Manager and Solicitation Agent for the Offer. Persons with questions regarding the Offer should contact Credit Suisse at (800) 820-1653 (toll free) or (212) 325-2476 (collect). Requests for copies of the Offer to Purchase or other tender offer materials may be directed to D.F. King & Company, Inc., the Tender Agent and Information Agent for the Offer at (800) 697-6975.
This press release does not constitute an offer to purchase the Notes, a solicitation of consents to amend the related indentures or a call for redemption. The tender offer and consent solicitation are made solely by means of the Offer to Purchase and the related Letter of Transmittal and Consent. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About MacDermid, Incorporated
MacDermid is a leading global provider of high value-added specialty chemicals and technical services. MacDermid serves the metals, plastics finishing, electronics, oil production and drilling, and graphics arts markets. MacDermid manufactures the following products: (1) high-tech chemical products used to enhance the appearance and performance of metals and plastics, (2) specialty chemicals used to manufacture complex printed circuit boards and other electronic devices, (3) lubricants and cleaning agents for the offshore oil drilling and production industry and (4) high performance photopolymer products and processes for the commercial printing, newspaper and packaging industries. Established in 1922, MacDermid employs over 2,000 people in operating facilities in over 24 countries. To learn more about MacDermid, please visit the Company's website at http://www.macdermid.com.
About Court Square
Court Square is one of the most experienced teams in the private equity industry. Since 1979, the team has made over 200 investments including several landmark transactions and has developed numerous businesses into leaders in their respective markets. Based in New York, NY, Court Square invests in companies that have compelling growth potential. Court Square manages over $6.1 billion in aggregate capital commitments while focusing on the following four sectors: business services, general industrial, healthcare and technology/telecommunications. For more information please refer to the Court Square website at: www.courtsquare.com.
This press release contains forward-looking statements which include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements are based upon the Company's current plans and beliefs or current estimates of future results or trends. These forward-looking statements reflect the Company's current views with respect to future events and are based on assumptions and subject to risks, uncertainties and other factors that may cause actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements. These factors include, but are not limited to: the success of any debt financings the Company may undertake on terms satisfactory to it; general economic and business conditions in the market in which the Company and its subsidiaries operate; changes in the Company's or its subsidiaries' competition; changes in government regulations affecting the Company, its subsidiaries and/or the chemical supply industry; changes in prices for specialty chemicals and technical services; and changes in business strategy and development plans.
Given these factors, we urge you to read the Offer to Purchase and related documents completely and with the understanding that actual future results may be materially different from what we plan or expect. All of the forward-looking statements made in this press release, including statements related to the Offer, including the Consent Date, Withdrawal Date, Expiration Date, and possible completion of the Tender Offer and Consent Solicitation, are qualified by these cautionary statements and investors are cautioned not to place undue reliance on these forward-looking statements. In addition, these forward-looking statements present our estimates and assumptions only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, except, with respect to the Offer, as specifically set forth in this press release or as otherwise required by law.
SOURCE MacDermid, Incorporated