YASTEST
AMSTERDAM, The Netherlands, Nov. 09, 2017 (GLOBE
NEWSWIRE) -- Constellium N.V. (NYSE:CSTM) and (Euronext
Paris:CSTM) ("Constellium" or the "Company") today announced the
settlement of the cash tender offers announced on October 30, 2017
(the "Tender Offers") to repurchase any and all of its outstanding
7.875% Senior Secured Notes due 2021 (the "7.875% Notes"), 7.00%
Senior Notes due 2023 (the "7.00% Notes") and 8.00% Senior Notes
due 2023 (the "8.00% Notes" and together with the 7.875% Notes and
the 7.00% Notes, the "Notes").
Pursuant to the terms of the Tender Offers, the
Company's offer to pay the applicable tender offer consideration
expired at 5:00 p.m., New York City time, on November 6, 2017
(the "Expiration Time"). Based on final information provided
to the Company by D.F. King, the tender agent and information agent
for the Tender Offers, $229,854,000 in aggregate principal amount
of the 7.875% Notes, €128,926,000 in aggregate principal amount of
the 7.00% Notes and $243,642,000 in aggregate principal amount of
the 8.00% Notes were validly tendered (and not validly withdrawn)
at or prior to the Expiration Time.
The Company has accepted all of the Notes validly
tendered (and not validly withdrawn) at or prior to the Expiration
Time. Settlement of the Tender Offers will be completed by the
Company as of November 9, 2017 (the "Settlement Date") on the terms
set forth below.
|
ISIN, CUSIP / Common Code |
|
Outstanding Principal Amount |
|
Title of Security |
|
Consideration* |
US210383AE55, 210383AE5 144A / USN22038AC20, N22038AC2 Reg S |
|
$425,000,000 |
|
7.875%
Senior Secured Notes due 2021 |
|
$1,062.29 |
|
|
|
|
|
|
|
XS1151724413, 115172441 144A / XS1151723282, 115172328 Reg S |
|
€240,000,000 |
|
7.00%
Senior Notes due 2023 |
|
€1,065.00 |
|
|
|
|
|
|
|
US210383AD72, 210383AD7 144A / USN22038AB47, N22038AB4 Reg S |
|
$400,000,000 |
|
8.00%
Senior Notes due 2023 |
|
$1,070.79 |
|
|
|
|
|
|
|
* Per $1,000 or €1,000, as applicable,
principal amount of the applicable series of Notes. Tendering
Holders will also receive accrued and unpaid interest to, but not
including, the Settlement Date for the applicable series of Notes
purchased pursuant to the Tender Offers.
Concurrently with the commencement of the Tender
Offers, the Company called for redemption of all of the outstanding
Notes (the "Redemption"). The redemption price for the 7.875% Notes
is 100% of the principal amount of the 7.875% Notes redeemed, plus
the Applicable Premium (as defined in the indenture relating to the
7.875% Notes), plus accrued and unpaid interest, if any, to the
redemption date. The redemption price for the 7.00% Notes is
100% of the principal amount of the 7.00% Notes redeemed, plus the
Applicable Premium (as defined in the indenture relating to the
7.00% Notes), plus accrued and unpaid interest, if any, to the
redemption date. The redemption price for the 8.00% Notes is
100% of the principal amount of the 8.00% Notes redeemed, plus the
Applicable Premium (as defined in the indenture relating to the
8.00% Notes), plus accrued and unpaid interest, if any, to the
applicable redemption date. Substantially concurrently with
the consummation of the Tender Offers, the Company intends to
satisfy and discharge all Notes not purchased on the Settlement
Date pursuant to the Tender Offers by depositing with the trustee
cash sufficient to pay the redemption price of each series of Notes
on the applicable redemption date (the "Satisfaction and
Discharge"). The Company expects the redemption date of the 7.875%
Notes and the 8.00% Notes to occur on November 29, 2017 and the
redemption date of the 7.00% Notes to occur on November 30,
2017.
The Company has retained Deutsche Bank Securities
Inc. and Credit Suisse Securities (USA) LLC to act as dealer
managers in connection with the Tender Offers. 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 1-800-820-1653. The
Offeror has retained D.F. King & Co., Inc. to act as the
information agent and tender agent for the Tender Offers. Questions
and requests for additional documents may be directed to D.F. King
at (866) 544-8778 (toll free), (212) 269-5550 (New York) or +44 20
7920 9700 (London) or by email: cstm@dfking.com. Copies
of the Offer to Purchase are available at the following web
address: www.dfking.com/cstm.
This press release shall not constitute an offer
to sell, or a solicitation of an offer to purchase, 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.
About Constellium
Constellium (NYSE:CSTM) and (Euronext Paris: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 €4.7 billion of revenue in 2016.
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 Offers, the Redemption, the Satisfaction and Discharge,
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, the ability of Constellium and
Wise Metals to achieve expected synergies and the timing thereof,
Constellium's increased levels of indebtedness which could limit
Constellium's operating flexibility and opportunities; the
potential failure to retain key employees, the loss of customers,
suppliers and other business relationships; disruptions to business
operations; slower or lower than expected growth in the North
American market for Body-in-White aluminium rolled products, and
other risk factors set forth under the heading "Risk Factors" in
our Annual Report on Form 20-F and our registration statement on
Form F-3, filed on October 30, 2017, 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 update or revise any forward-looking
statement as a result of new information, future events or
otherwise, except as required by law.
Ryan Wentling - Investor
Relations
Phone: +1 (212) 675-5450
Investor-relations@constellium.com
Delphine Dahan-Kocher -
Communications
Phone: +1 (212) 858 9963
delphine.dahan-kocher@constellium.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Constellium Paris via Globenewswire