UCI International Announces Receipt of Required Consents with Respect to the Tender Offer for Its Floating Rate Senior PIK Notes due 2013 and Related Consent Solicitation

EVANSVILLE, Ind., Jan. 19, 2011 /PRNewswire/ -- UCI International, Inc. ("UCI International"), in connection with the proposed merger of Uncle Acquisition 2010 Corp, an indirect wholly owned subsidiary of UCI Holdings Limited, a New Zealand limited liability company, with and into UCI International (the "Acquisition"), with UCI International continuing as the surviving corporation and an affiliate of Rank Group ("Rank Group"), a private group of companies based in New Zealand, announced today the expiration of the Consent Deadline (as defined below) in connection with its previously commenced tender offer for its Floating Rate Senior PIK Notes due 2013 (the "Notes") and related consent solicitation.

As of 5:00 p.m., New York City time, on January 19, 2011 (the "Consent Deadline"), $315,014,305 in principal amount of Notes was validly tendered and not validly withdrawn, and the related consents were validly delivered and not validly revoked, such amount representing approximately 88.72% of the aggregate principal amount of the Notes then outstanding.  Such amount exceeded the amount of consents required to approve the elimination of certain covenants and related provisions in the indenture under which the Notes were issued (the "Indenture"), the global security representing the Notes and the form of the Note contained in the Indenture (the "Proposed Amendments").  As a result, the consent date for the Notes was January 19, 2011.  Under the terms of the tender offer and related consent solicitation, the total consideration to be paid for each Note validly tendered (and not validly withdrawn) prior to the Consent Deadline, will be equal to $1,013.75 per $1,000 principal amount of such Note, plus accrued and unpaid interest to, but not including, the Early Settlement Date (as defined below).  The total consideration includes a consent payment of $30.00 per $1,000 principal amount of each Note tendered, payable only to holders that validly tendered their Notes and validly delivered their related consents to the Proposed Amendments (and did not validly withdraw their tenders and revoke the related consents) prior to the Consent Deadline.

Pursuant to the terms of the tender offer and related consent solicitation, the Notes validly tendered and not validly withdrawn prior to the Consent Deadline, and any Notes validly tendered on or after the Consent Deadline, may not be withdrawn.

Based on the receipt of the required consents in connection with the tender offer and related consent solicitation, UCI International and the trustee under the Indenture expect to enter into a supplemental indenture reflecting the Proposed Amendments. The Proposed Amendments will become operative on the "Early Settlement Date," which UCI International expects to occur promptly following the closing of the Acquisition. The Acquisition is currently anticipated to close on January 26, 2011.  

The tender offer will expire at 8:00 a.m., New York City time, on February 3, 2011, unless extended or earlier terminated (the "Expiration Time").  The tender offer and related consent solicitation are subject to the consummation of the Acquisition.  UCI International intends for the final settlement of the Notes tendered on or after the Consent Deadline and prior to the Expiration Time to occur promptly after the Expiration Time.

As soon as reasonably practicable following the Acquisition, UCI International intends to call for redemption all Notes that remain outstanding following the Acquisition in accordance with the provisions of the Indenture, and at that time to satisfy and discharge the Indenture in accordance with its terms.  This statement of intent shall not constitute a notice of redemption under the Indenture. Such notice, if made, will only be made in accordance with the applicable provisions of the Indenture.

Subject to applicable securities laws and the terms of the tender offer and consent solicitation, UCI International reserves the right to terminate or amend in any respect the tender offer for the Notes and related consent solicitation.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The tender offer for the Notes and related consent solicitation are being made only pursuant to the offer to purchase and consent solicitation statement, consent and letter of transmittal and related materials that UCI International previously distributed to noteholders. Noteholders and investors should read carefully the offer to purchase and consent solicitation statement, consent and letter of transmittal and related materials because they contain important information, including the various terms of and conditions to the tender offer for the Notes and related consent solicitation.

UCI International has engaged Credit Suisse Securities (USA) LLC ("Credit Suisse") as Dealer Manager for the tender offer and as Solicitation Agent for the consent solicitation.  Persons with questions regarding the tender offer should contact Credit Suisse at Credit Suisse Securities (USA) LLC, Attention:  Liability Management Group, Eleven Madison Avenue, New York, New York 10010, (800) 820-1653 (toll free), (212) 538-2147 (collect).  Requests for copies of the offer to purchase and consent solicitation statement or other tender offer materials may be directed to D.F. King & Co., Inc., the Information Agent, at (800) 714-3312 (toll free) or (212) 269-5550 (collect).

Cautionary Statements

Statements about the expected timing, completion, and effects of the proposed tender offer and consent solicitation and the Acquisition constitute forward-looking statements. A variety of factors could cause actual results to differ materially from those projected in the forward-looking statements. More detailed information about other risks and uncertainties is contained in UCI International's 2009 Annual Report on Form 10-K at page 29 filed with the Securities and Exchange Commission (the "Commission") as revised and updated by Forms 10-Q and 8-K as filed with the Commission.

About UCI International

UCI International is among North America's largest and most diversified companies servicing the vehicle replacement parts market. The company supplies a broad range of products to the automotive, trucking, marine, mining, construction, agricultural and industrial vehicle markets. The company's customer base includes leading aftermarket companies as well as a diverse group of original equipment manufacturers.

About Rank Group  

Rank Group is a New Zealand based private group of companies which invests across a variety of industries and aims to build and grow leading global businesses, including Reynolds Group Holdings Limited, one of the largest packaging companies in the world.

SOURCE UCI International, Inc.