Constellium Announces Settlement of Cash Tender Offers for 7.875% Senior Secured Notes due 2021, 7.00% Senior Notes due 2023 ...
November 09 2017 - 4:15PM
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8.00% Notes were validly tendered (and not validly withdrawn) at or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validly tendered (and not validly withdrawn) at or prior to the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
RelationsPhone: +1 (212)
675-5450Investor-relations@constellium.com
Delphine Dahan-Kocher –
CommunicationsPhone: +1 (212) 858
9963delphine.dahan-kocher@constellium.com
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