AMSTERDAM, Feb. 16, 2017 /PRNewswire/ -- Constellium
N.V. (NYSE and Euronext: CSTM) ("Constellium" or the "Company")
today announced the initial settlement of the previously announced
cash tender offer by Wise Metals Group LLC (the "Offeror") to
repurchase any and all of its and Wise Alloys Finance Corporation's
(together with the Offeror, the "Wise Issuers") 8.75% Senior
Secured Notes due 2018 (the "Wise Senior Secured Notes").
Pursuant to the terms of the tender offer announced on
February 1, 2017 (the "Tender
Offer"), the Offeror's offer to pay an early tender payment in
addition to the tender offer consideration expired at 5:00 p.m., New York
City time, on February 14,
2017 (the "Early Tender Deadline"). Based on final
information provided to the Offeror by D.F.
King & Co., Inc., the tender agent and information agent
for the Tender Offer, approximately $289,757,000 in aggregate principal amount of the
Wise Senior Secured Notes were validly tendered (and not validly
withdrawn) at or prior to the Early Tender Deadline.
The Offeror has accepted all of the Wise Senior Secured Notes
validly tendered (and not validly withdrawn) at or prior to the
Early Tender Deadline. Initial settlement of the Tender Offer will
be completed by the Offeror as of today's date, February 16, 2017 (the "Initial Settlement
Date"). Holders of the Wise Senior Secured Notes who validly
tendered (and did not validly withdraw) their Wise Senior Secured
Notes will receive $1,045.60 per
$1,000 principal amount of their Wise
Senior Secured Notes on the Initial Settlement Date and accrued and
unpaid interest from the last interest payment date on their Wise
Senior Secured Notes up to, but not including, the Initial
Settlement Date.
Holders of the Wise Senior Secured Notes who validly tender (and
do not validly withdraw) their Wise Senior Secured Notes after the
Early Tender Deadline and at or prior to 11:59 p.m., New York
City time, on March 1, 2017,
unless extended or earlier terminated by the Offeror in its sole
discretion (the "Expiration Time"), will be eligible to receive
$1,035.60 per $1,000 principal amount of their Wise Senior
Secured Notes on the final settlement date, which will occur
promptly following the Expiration Time and is expected to be
March 2, 2017 (the "Final Settlement
Date"). Holders of the Wise Senior Secured Notes who validly tender
(and do not validly withdraw) their Wise Senior Secured Notes after
the Early Tender Deadline and at or prior to the Expiration Time
will also receive accrued and unpaid interest from the last
interest payment date on their Wise Senior Secured Notes up to, but
not including, the Final Settlement Date.
Concurrently with the commencement of the Tender Offer, the Wise
Issuers called for redemption of all of the outstanding Wise Senior
Secured Notes. The redemption price for the Wise Senior Secured
Notes is 104.375% of the aggregate outstanding principal amount
thereof, plus accrued and unpaid interest. As of today's
date, the Wise Issuers satisfied and discharged all the Wise Senior
Secured Notes not purchased on the Initial Settlement Date, by
depositing with the trustee for the Wise Senior Secured Notes an
amount of cash sufficient to pay the redemption price on the
redemption date, which the Wise Issuers expect to occur on
March 3, 2017.
The Offeror has retained Deutsche Bank Securities Inc. and
Credit Suisse Securities (USA) LLC
to act as dealer managers in connection with the Tender Offer.
Questions may be directed to Deutsche Bank Securities Inc. collect
at (212) 250-7527 or toll free at 855-287-1922 or to Credit Suisse
Securities (USA) LLC collect at
(212) 325-6340 or toll free at 800-820-1653. The Offeror has
retained D.F. King & Co., Inc.
to act as the information agent and tender agent for the Tender
Offer. Questions and requests for additional documents may be
directed to D.F. King & Co.,
Inc. at (877) 871-1741 (toll free) or (212) 269-5550 or by email:
cstm@dfking.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase or any securities, shall not
constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful, and shall not constitute a notice of redemption. None of
Constellium and its subsidiaries, the dealer managers or the
information agent and tender agent is making any recommendation as
to whether or not holders should tender their Wise Senior Secured
Notes in connection with the Tender Offer.
About Constellium
Constellium (NYSE and Euronext: CSTM) is a global sector leader
that develops innovative, value added aluminium products for a
broad scope of markets and applications, including aerospace,
automotive and packaging. Constellium generated €5.2 billion of
revenue in 2015.
www.constellium.com
Forward-looking Statements
Certain statements contained in this press release may
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. This press
release may contain "forward-looking statements" with respect to
the Tender Offer, the redemption of Wise Senior Secured Notes, our
business, results of operations and financial condition, and our
expectations or beliefs concerning future events and conditions.
You can identify forward-looking statements because they contain
words such as, but not limited to, "believes," "expects," "may,"
"should," "approximately," "anticipates," "estimates," "intends,"
"plans," "targets," likely," "will," "would," "could" and similar
expressions (or the negative of these terminologies or
expressions). All forward-looking statements involve risks and
uncertainties. Many risks and uncertainties are inherent in our
industry and markets. Others are more specific to our business and
operations. These risks and uncertainties include, but are not
limited to those set forth under the heading "Risk Factors" in our
most recent annual report on Form 20-F and as described from time
to time in subsequent reports filed with the U.S. Securities and
Exchange Commission. The occurrence of the events described and the
achievement of the expected results depend on many events, some or
all of which are not predictable or within our control.
Consequently, actual results may differ materially from the
forward-looking statements contained in this press release. We
undertake no obligation to publicly update or revise any
forward-looking statement as a result of new information, future
events or otherwise, except as required by law.
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