Nalco Company Announces Consent Solicitation for Its 8 1/4 percent Senior Notes Due 2017
November 15 2010 - 8:00AM
Nalco Company, (NYSE:NLC), (the "Company") announced today that it
is soliciting consents from holders of its outstanding 8¼ percent
Senior Notes due 2017 (the "Notes") to approve amendments to the
indenture relating to the Notes (the "Indenture") that would permit
the Company to (i) refinance the portion of its $465 million
aggregate principal amount of 8⅞ percent senior subordinated notes
due 2013 and €200 million aggregate principal amount of 9 percent
senior subordinated notes due 2013 that the Company is not
permitted to refinance with senior indebtedness until Nov. 15, 2012
and (ii) modify the Restricted Payments provision contained in
Section 4.04(b)(xviii) of the Indenture that currently permits the
Company to make dividends to its parent company, Nalco Finance
Holdings LLC to make payments of principal and interest on, and
optionally redeem, its 9.0 percent senior discount notes (the
"Senior Discount Notes"), subject to certain conditions, to clarify
that a refinancing of the Senior Discount Notes may be effected
pursuant to a cash tender, open market repurchases or other
methods.
Adoption of the proposed amendments requires the consent of
holders of at least a majority of the outstanding aggregate
principal amount of the Notes voting as a single class (such
consent, the "requisite consents"). The aggregate outstanding
principal amount of the Notes as of Nov. 12, 2010 was
$500,000,000. Goldman, Sachs & Co. is acting as
Solicitation Agent for the consent solicitation.
The consent solicitation will expire at 5:00 p.m., New York City
time, on Nov. 22, 2010, unless extended (such date and time, as the
same may be extended, the "Expiration Date"). Only holders of
record of the Notes as of 5:00 p.m., New York City time, on Nov.
12, 2010, are eligible to deliver consents to the proposed
amendments in the consent solicitation.
The consent payment for the Notes is $5.00 in cash per $1,000
principal amount of Notes for which consents are validly delivered
(and not revoked). Payment of the consent payment is
conditioned upon, among other things, the receipt of the requisite
consents at or prior to the Expiration Date, the effectiveness of
the proposed amendments to the Indenture and certain other
conditions set forth in the Consent Solicitation Statement, dated
Nov. 15, 2010. The consent payment will be paid promptly
following the Expiration Date.
Consents with respect to the Notes may not be revoked after the
earlier of (i) the Expiration Date and (ii) the time and date on
which the requisite consents are received by the Company.
The consent solicitation is being made solely on the terms and
subject to the conditions set forth in the Consent Solicitation
Statement, dated Nov. 15, 2010, and the accompanying Consent Form
(together, the "Consent Documents"). The consent solicitation
is conditioned upon the receipt of the requisite consents on or
prior to the Expiration Date and certain other conditions set forth
in the Consent Solicitation Statement. However, the proposed
amendment will not become operative until the Company pays the
consent fee.
Copies of the Consent Documents and other related documents may
be obtained from D.F. King & Co., Inc., the Information and
Tabulation Agent, at (800) 967-4607 (toll free). Holders of
the Notes are urged to review the Consent Documents for the
detailed terms of the consent solicitation and the procedures for
consenting to the proposed amendments. Any persons with
questions regarding the consent solicitation should contact the
Solicitation Agent, Goldman, Sachs & Co., at (212) 902-5183
(collect) or (800) 828-3182 (toll free).
This announcement is for information purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security. This announcement is also not a solicitation of
consents with respect to the proposed amendments or any securities.
No recommendation is being made as to whether holders of Notes
should consent to the proposed amendments. The solicitation of
consents is not being made in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such
solicitation under applicable state or foreign securities or "blue
sky" laws.
About Nalco
Nalco is the world's largest sustainability services company
focused on industrial water, energy and air applications;
delivering significant environmental, social and economic
performance benefits to our customers. We help our customers reduce
energy, water and other natural resource consumption, enhance air
quality, minimize environmental releases and improve productivity
and end products while boosting the bottom line. Together our
comprehensive solutions contribute to the sustainable development
of customer operations. Nalco is a member of the Dow Jones
Sustainability Indexes. More than 11,500 Nalco employees operate in
150 countries supported by a comprehensive network of manufacturing
facilities, sales offices and research centers to serve a broad
range of end markets. In 2009, Nalco achieved sales of more than
$3.7 billion. For more information visit www.nalco.com.
Follow us on Twitter at www.twitter.com/Nalco_News and
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The Nalco Company logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=1135
CONTACT: Nalco Company
Media Contact:
Charlie Pajor
630 305 1556
cpajor@nalco.com
Investor Contact:
Lisa Curran
630 305 1475
llcurran@nalco.com
www.nalco.com
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