Nalco Company Announces Preliminary Results and Extension of Tender Offers for the Company's Outstanding Senior Subordinated Not
December 20 2010 - 9:05PM
Nalco Company ("Nalco" or the "Company") today announced the
preliminary results of its previously announced cash tender offers
for any and all of its outstanding (i) U.S. Dollar-denominated 8⅞%
Senior Subordinated Notes due 2013 (the "Dollar Notes") and (ii)
Euro-denominated 9% Senior Subordinated Notes due 2013 (the "Euro
Notes" and, collectively, the "Notes").
As of 5:00 p.m., New York City time, on December 20, 2010 (the
"Early Tender Date"), $113,077,000, aggregate principal amount of
the Company's Dollar Notes and €114,445,000 aggregate principal
amount of the Euro Notes due 2013 had been validly tendered and not
validly withdrawn.
The table below reflects certain terms of the tender
offers:
Reference No. |
Outstanding Principal Amount
of Notes |
Security
Description |
Maturity Date |
Total
Consideration(1) |
Early Tender
Premium(1) |
Tender Offer
Consideration(1) |
CUSIP: 629855AH0 |
$ 465 million |
U.S. Dollar- denominated 8⅞% Senior
Subordinated Notes due 2013 |
November 15, 2013 |
$ 1,017.79 |
$ 15.00 |
$ 1,002.79 |
CUSIP: 629855AF4 ISIN: XS0195292403 ISIN:
XS0179153555 Common Code: 019529240 Common Code: 017915355 |
€ 200 million |
Euro-denominated 9% Senior Subordinated
Notes due 2013 |
November 15, 2013 |
€ 1,018.00 |
€ 15.00 |
€ 1,003.00 |
|
|
|
|
|
|
|
|
(1) Per $1,000 principal
amount of Dollar Notes and €1,000 principal amount of Euro
Notes. |
Nalco has elected to exercise the Early Purchase Option
described in the Offer to Purchase dated December 7, 2010, relating
to the tender offers. Holders of the Notes who validly
tendered and did not validly withdraw their Notes on or prior to
the Early Tender Date will receive on December 21, 2010 (the "Early
Payment Date") the applicable Total Consideration for such tendered
Notes, subject to the consummation of a debt financing expected to
close on that date. Holders of the Notes who validly tender
their Notes after the Early Tender Date but before the expiration
of the tender offers will receive only the applicable Tender Offer
Consideration for any such Notes that are accepted for purchase in
the tender offers.
Nalco also announced that the time and date at which the tender
offers will expire has been extended to 12:00 midnight, New York
City time, on January 21, 2011. The Company intends to
exercise its right to optionally redeem all Notes not tendered in
the tender offer. The optional redemption date is expected to
be January 20, 2011.
The time and date on or before which validly tendered Notes may
be validly withdrawn expired at 5:00 p.m., New York City time,
on December 20, 2010. Holders may not validly withdraw any
validly tendered Notes after that time and date, except in limited
circumstances where we determine additional rights are required by
law.
Nalco's obligations to accept any Notes tendered and to pay the
applicable consideration for them are set forth solely in the Offer
to Purchase and the related Letter of Transmittal. This press
release is neither an offer to purchase nor a solicitation of an
offer to sell any Notes. The tender offers are made only by,
and pursuant to the terms of, the Offer to Purchase, and the
information in this news release is qualified by reference to the
Offer to Purchase and the related Letter of
Transmittal. Subject to applicable law, the Company may
further amend, extend or, subject to certain conditions, terminate
the tender offers.
Goldman, Sachs & Co. and Goldman Sachs International are the
Dealer Managers for the tender offers. Persons with questions
regarding the tender offers should contact the Dealer Managers at
(800) 828-3182. Requests for copies of the Offer to Purchase,
the related Letter of Transmittal and other related materials
should be directed to D.F. King & Co., Inc., the Information
Agent and Depositary for the tender offers, at (212) 269-5550 (for
banks and brokers only) or (800) – 967-4607 (for all others and
toll-free).
About Nalco
Nalco Company 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.
The Nalco Company logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=1135
This press release may include information that could constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any such
forward-looking statements may involve risk and uncertainties that
could cause actual results to differ materially from any future
results encompassed within the forward-looking
statements. Factors that could cause or contribute to such
differences include those matters disclosed in Nalco Holding
Company's Securities and Exchange Commission filings. Past
results of the Company are not necessarily indicative of its future
results. The Company does not undertake any obligation to
update any forward-looking statements.
CONTACT: Nalco Company
Investor Relations
Lisa Curran
630-305-1475
llcurran@nalco.com
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