GSI Group Announces Non-Binding Term Sheet Regarding Restructuring of Senior Notes
June 30 2009 - 4:55PM
PR Newswire (US)
BEDFORD, Mass., June 30 /PRNewswire-FirstCall/ -- GSI Group Inc.
(Nasdaq: GSIG, the "Company") today announced that it has reached
agreement on a non-binding term sheet (the "Term Sheet") with
certain beneficial owners (the "Investors") holding greater than
75% of the outstanding aggregate principal amount of its 11% Senior
Notes (the "Notes") to restructure the Company's outstanding
obligations under the Notes. Pursuant to this term sheet, the
Company would exchange the Notes for (a) a new $95 million secured
loan due January 2014, and (b) common stock representing 80% of the
Company's fully diluted equity ownership. The interest rate on the
new term loan would be 12.25%, and at the Company's option, would
be payable in kind at a compounded rate of 13%. As part of the
proposed transaction, existing shareholders would receive warrants
to purchase 10% of the post-transaction fully diluted outstanding
shares of the Company at an imputed price of $1.10 per share and
10% of the post-transaction fully diluted outstanding shares of the
Company at an imputed price of $2.00 per share. The Company is
currently engaged in discussions with the Investors regarding
implementation of the proposed transaction and attendant definitive
documentation. A copy of the Term Sheet is attached to this press
release. Commenting on the potential restructuring, Sergio
Edelstein, Chief Executive Officer of the Company, stated "The
current economic downturn has resulted in a significant decline in
historical and projected operating profit. The Company is pursuing
the potential restructuring plan in order to address the need to
significantly deleverage the Company in light of these
circumstances. This reduction in our debt load and the anticipated
improvement in our liquidity will give us a strong financial
foundation upon which to grow the Company." Rick Black, Chairman of
the GSI Board of Directors stated "The Board fully supports
management's efforts to rationalize the Company's capital structure
in light of the current economic environment and in order to
maximize the interests of all stakeholders. We believe that the
proposed restructuring will position the Company to capitalize on
its strong industry position as our markets recover." Safe Harbor
and Forward Looking Information Certain statements in this release
are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are based on current
expectations and assumptions that are subject to risks and
uncertainties. All statements contained in this news release that
do not relate to matters of historical fact should be considered
forward-looking statements, and are generally identified by words
such as "expect," "intend," "anticipate," "estimate," "plan," and
other similar expressions. These forward-looking statements
include, but are not limited to, statements related to: the Term
Sheet and the proposed restructuring of the Company's outstanding
indebtedness under the Notes; the Company's ability to
substantially reduce its outstanding indebtedness and interest
burden; the Company's ability to improve its liquidity; the
Company's ability to grow in the future; the Company's strong
industry position and its ability to operate successfully as
markets recover; and other statements that are not historical
facts. These forward looking statements contain estimates and
involve a number of risks, uncertainties, assumptions and other
factors that could affect future results and cause actual results
and events to differ materially from historical and expected
results and those expressed or implied in the forward looking
statements, including, but not limited to, the following: the
highly unpredictable nature of the semiconductor and electronics
materials processing industry; deteriorating market conditions; the
effect of the current financial and economic crises on credit
markets, financial institutions, customers, suppliers and
consumers; the Company's ability to manage its significant
indebtedness in light of current economic and business conditions;
the ability of the Company to reach agreement on definitive
documentation and successfully complete the transactions
contemplated by the Term Sheet; the results of the proposed
restructuring including the issuance of a substantial amount of
equity securities in exchange for a portion of the Company's
current indebtedness and the dilutive impact of such issuance, and
the incurrence of additional material obligations as part of any
such restructuring; the Company's ability to reduce operating
expenses and achieve anticipated cost reductions and savings; the
Company's ability to grow and increase profitability; future
liquidity and valuation of auction rate securities; changes in
accounting standards; failures of the Company to properly identify
the timing of when revenue should be recognized; the Company's
ability to quickly increase manufacturing capacity and promptly
respond to fluctuating product demands; the Company's need to
invest in research and development; the Company's ability to
develop and deliver new competitive technology and enhancements and
customer acceptance thereof; failure to identify and manage
weaknesses in internal controls; the effects of competition; risks
related to consolidation of operations and the integration of
operations and employees of acquired businesses, including Excel;
the Company's inability to recognize synergies of acquired
businesses, including Excel; the completion and outcome of the
Company's financial restatements and review of financial results;
the Company's ability to complete and file its delayed periodic
reports with the SEC on a timely basis; the Company's ability to
meet the requirements for continued listing of the Company's shares
on Nasdaq; and the risks of existing and future litigation and
governmental or other regulatory inquiry or proceedings arising out
of or related to the Company's revenue recognition practices. Other
important risk factors that could affect the outcome of the events
set forth in these statements and that could affect the Company's
operating results and financial condition are discussed in the
Company's Annual Report on Form 10-K for the year ended December
31, 2007 and in the Company's subsequent filings with the SEC made
prior to or after the date hereof. Such statements are based on the
Company's management's beliefs and assumptions and on information
currently available to the Company's management. The Company
disclaims any obligation to update any forward-looking statements
as a result of developments occurring after the date of this
document. The unaudited financial information presented in this
press release is subject to change based on, among other factors,
the completion of the work attendant to the restatement of the
Company's financial statements and the completion of its delayed
periodic reports herein discussed. The information included in this
press release is not intended as and should not be viewed as a
substitute for full financial statements. For more information
contact: GSI Group Inc. Investor Relations Telephone: 781-266-5137
Email: GSI Group Corporation 11% Senior Notes Due 2013 Preliminary
Restructuring Proposal This NON-BINDING TERM SHEET ("Term Sheet")
sets forth in general terms the provisions under which GSI Group
Corporation (the "Issuer"), a wholly owned subsidiary of GSI Group
Inc., (the "Company") and certain of the holders of the GSI Group
11% Senior Notes ("Holders") (together the "Parties") are prepared
to enter into an amendment or supplement of the Indenture (the
"Indenture") governing the GSI Group Corporation 11% Senior Notes
Due 2013 (the "Senior Notes") and waiver of certain present or
future Defaults or Events of Defaults related to the Indenture and
the Senior Notes. This Term Sheet is an expression of interest only
by each of the Parties hereto and does not constitute a commitment
to all or any portion of the amendments or waiver; any such
commitment will be made only in writing expressly stating the
Parties' intent thereby to commit to such amendments and waiver
(the "Amendment and Waiver Agreement"). This Term Sheet does not
purport to summarize all the terms, conditions, representations,
warranties and other provisions with respect to the amendments
referred to herein and is provided for discussion purposes only.
Debt-for-Equity Exchange: Holders of Senior Notes shall exchange
100% of the Senior Notes for: (a) $95 million of a new secured term
loan or new secured senior notes ("New Term Loan"); and (b) a
number of GSI common shares that results in pro forma fully diluted
ownership of 80.0%, excluding any shares or warrants currently held
by Holders (together the "Transaction") prior to the ratably
dilutive Management Incentive Plan (described and as defined
below). Consent Fee: Payable upon execution of the Transaction,
1.0% on outstanding principal amount of Senior Notes. New Term
Loan: $95 million principal amount due January 15, 2014. Security:
New Term Loan shall have a first priority lien on all of the
Company's and each guarantor's domestic assets and 66 2/3% of the
stock of the foreign subsidiaries of the Company and the
guarantors. However, the New Term Loan will allow for lien priority
and payment subordination to a working capital facility (not to
exceed $40 million) that may be obtained by the Company from a
third party lender at any time on terms reasonably acceptable to
the Holders, the closing of (or commitment to) which shall not be a
condition to closing the transactions. The proceeds of any
borrowings on the new working capital facility in excess of $20
million will be used to permanently reduce the principal balance of
the New Term Loan. Amortization: None required. Interest Rate:
12.25% per annum to the extent paid in cash. At the time of each
quarterly payment, and except as indicated in the following
sentence, the Company may elect to pay all or any portion of any
interest payment in-kind at the per annum compounded rate of
13.00%. In the event that adjusted EBITDA (measured quarterly)
exceeds fixed charges by at least 1.75x, all interest for such
quarter shall be paid in cash. Interest is paid quarterly on each
February 15, May 15, August 15, and November 15. Optional
Pre-payments: The New Term Loan may be prepaid at any time in whole
or in part without penalty or premium, from asset sales,
divestitures, refinancings, change of control or any other sources.
The Company may retain and use 20% of the net proceeds of all sales
of assets or business units to fund operations (i.e., operating
expenses, interest expense, and capital expenditures), subject to
customary reinvestment provisions. Other Terms and Conditions: The
covenants of the New Term Loan will reflect the current terms and
conditions of the Senior Notes with selected exceptions, including
the following: (a) the Trigger Event, as defined in 4.20, shall be
removed; (b) the Change of Control Offer, as defined in 4.19, shall
be removed; (c) the Incurrence Leverage Ratio tests, as defined in
4.06, shall be removed; and (d) With Consent of Holders, as defined
in 8.02, shall be modified from requiring the consent of each
Holder affected to requiring a majority of the Holders affected to
amend the Indenture. Board of Directors: The Company and its
current board of directors will agree to take all actions necessary
to effect the Transaction and facilitate a transition to a board of
directors that reflects the pro forma ownership of the Company upon
completion of the Transaction. Management Incentive Plan: New
management stock and option incentive plan subject to discretion of
the board of directors. Implementation, Tax and Jurisdictional
Issues: The process for executing this transaction is subject to
modification pending further analyses of tax and other implications
which remain under review. In addition, jurisdictional and other
issues associated with Canadian governance are still under review.
Fees and Expenses: The Company will pay at closing (a) the
reasonable travel and similar out-of-pocket expenses (but not
professional fees) of each Holder; and (b) the reasonable fees and
expenses of one law firm, Schulte Roth & Zabel LLP, and one
financial advisor, Houlihan Lokey Howard & Zukin, for the
Holders, specific arrangements to be mutually acceptable to Holders
and the Company. An evergreen retainer of $250,000 will be paid to
Schulte Roth & Zabel LLP immediately upon agreement of this
term sheet, and it will be supplemented if drawn below $50,000
after the Company's review of charges. Interest Payments and
Accrued Interest: Any scheduled interest payments on the Senior
Notes will be paid when due in advance of the closing of the
Transaction. Interest on the Senior Notes will be accrued through
closing of the Transaction and paid at closing. Public
Announcement: The Company will immediately make a public
announcement summarizing this Term Sheet. Warrants: Warrants for
common shares of the Company expiring three years after closing to
be issued to the old shareholders on a fully diluted basis
(post-exchange) with a cash exercise at an imputed price per share
(fully diluted) as follows: (a) 10% of the fully diluted shares, at
$1.10; and (b) an additional 10% at $2.00. Minority Protections:
TBD - Appropriate and customary. DATASOURCE: GSI Group Inc.
CONTACT: GSI Group Inc. Investor Relations, +1-781-266-5137, Web
Site: http://www.gsig.com/
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