UCI International Commences Tender Offer for Its Floating Rate Senior PIK Notes Due 2013 and Related Consent Solicitation
EVANSVILLE, Ind., Jan. 5, 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 that it has commenced a tender offer for its Floating Rate Senior PIK Notes Due 2013 (the "Notes") and a related consent solicitation.
Under the terms of the tender offer and consent solicitation, the total consideration to be paid for each Note validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on January 19, 2011, unless extended or earlier terminated (the "Consent Deadline"), will be equal to $1,013.75 per $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of settlement. The total consideration includes a consent payment of $30.00 per $1,000 principal amount of the Notes, payable only to holders that validly tender their Notes and deliver their related consents to the proposed amendments described below prior to the Consent Deadline (without validly withdrawing such Notes or revoking such consents). Holders that validly tender Notes prior to the Consent Deadline must deliver consents with respect to the aggregate principal amount of the Notes so tendered, and Holders may not deliver consents without also tendering Notes. The consent solicitation will expire on the Consent Deadline. Holders that validly tender their Notes on or after the Consent Deadline and prior to the Expiration Time (as defined below) will only receive $983.75 per $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of settlement. 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 consent solicitation are subject to the consummation of the Acquisition.
The settlement date in respect of any Notes that are validly tendered (and not validly withdrawn) prior to the Consent Deadline is expected to be promptly following the closing of the Acquisition, which is currently anticipated to be on or prior to January 31, 2011. The settlement date in respect of any Notes that are validly tendered on or after the Consent Deadline but prior to the Expiration Time is expected to be promptly following the Expiration Time.
In connection with the tender offer, UCI International is also seeking consents to certain proposed amendments to the indenture under which the Notes were issued (the "Indenture") and to the global security representing the Notes (the "Global Note"). The purpose of the proposed amendments is to eliminate certain covenants and related provisions in the Indenture and in the Global Note and the form of the Note contained in the Indenture.
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.
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.
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