Constellium Announces Settlement of Cash Tender Offers for 7.875% Senior Secured Notes due 2021, 7.00% Senior Notes due 2023 and 8.00% Senior Notes due 2023
(Thomson Reuters ONE) -
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validly withdrawn) at or prior to the Expiration Time.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withdrawn) at or prior to the Expiration Time.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 Outstanding Title of
Code Principal Amount Security Consideration*
------------------------ --------------------- ----------------- ---------------
US210383AE55, 7.875% Senior
210383AE5 144A / $425,000,000 Secured Notes $1,062.29
USN22038AC20, N22038AC2 due 2021
Reg S
XS1151724413,
115172441 144A / ?240,000,000 7.00% Senior ?1,065.00
XS1151723282, Notes due 2023
115172328 Reg S
US210383AD72,
210383AD7 144A / $400,000,000 8.00% Senior $1,070.79
USN22038AB47, N22038AB4 Notes due 2023
Reg S
* 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(at)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(at)constellium.com
Delphine Dahan-Kocher - Communications
Phone: +1 (212) 858 9963
delphine.dahan-kocher(at)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
Unternehmensinformation / Kurzprofil:
Datum: 09.11.2017 - 22:15 Uhr
Sprache: Deutsch
News-ID 567585
Anzahl Zeichen: 9149
contact information:
Town:
Paris
Kategorie:
Business News
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