ACCO Brands Corporation Announces $425 Million Senior Secured Notes Offering.LINCOLNSHIRE, Ill. -- ACCO ACCO American College of Chiropractic Orthopedists ACCO Association of County Commissioners of Oklahoma ACCo American Cyanamid Company ACCO Adenoid Cystic Carcinoma Organization ACCO American Clip Company ACCO Assistant Central Control Officer Brands Corporation (NYSE NYSE See: New York Stock Exchange :ABD ABD n. A candidate for a doctorate who has completed all the requirements for the degree, such as courses and examinations, with the exception of the dissertation. [a(ll) b(ut) d(issertation).] ), a world leader in select categories of branded office products, announced today that it plans to conduct a private offering, subject to market and other conditions, of $425 million of senior secured notes due 2015. The net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of the notes, together with a borrowing under an anticipated new credit facility, will be used to repay all borrowings outstanding under the company's existing credit and securitization Securitization The process of creating a financial instrument by combining other financial assets and then marketing them to investors. Notes: Mortgage backed securities are a perfect example of securitization. May also be spelled as "securitisation. facilities and to pay transaction and related costs. The notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. and outside the United States pursuant to Regulation S under the Securities Act of 1933. The notes will be guaranteed on a senior secured basis by all of the company's existing and future material domestic subsidiaries. The notes and the related guarantees will be secured on a first-priority basis by a lien on substantially all of the company's and guarantors' present and future assets (other than receivables and inventory and their related general intangibles, certain other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. , and substitutions, products and proceeds thereof), including equipment, certain owned and leased real property interests, trade names and certain other intellectual property, certain intercompany receivables and all present and future equity interests of each of the company's and guarantors' directly owned domestic subsidiaries and up to 65% of the present and future equity interests of certain of the company's and the guarantors' directly owned foreign subsidiaries, in each case subject to certain exceptions and customary permitted liens. The notes and the related guarantees also will be secured on a second-priority basis by a lien on the assets that secure the company's and the guarantors' obligations under the company's anticipated new asset-based multi-currency credit facility, including accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying , inventory and the other assets identified as excluded first-lien assets above. Concurrently with the expected sale of the notes, the company anticipates entering into a new asset-based multi-currency credit facility. The new credit facility will replace the company's existing senior secured credit facility, which will be terminated in connection with the repayment of all borrowings outstanding thereunder out of the net proceeds from the offering of the notes and a concurrent draw from the new credit facility. The sale of the notes is expected to be consummated in September 2009, subject to market and other conditions. The notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S. This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933. About ACCO Brands Corporation ACCO Brands Corporation is a world leader in select categories of branded office products. Its industry-leading brands include Day-Timer[R], Swingline[R], Kensington[R], Quartet[R], GBC GBC Game Boy Color GBC Global Business Coalition GBC Green Building Council GBC George Brown College GBC Great Basin College (Nevada) GBC General Binding Corporation GBC Greater Baltimore Committee GBC Goldey-Beacom College [R], Rexel, NOBO NOBO (Non-Objecting Beneficial Owner) A beneficial ("street") security holder who has not objected to his or her name being released to the Corporation, if the Corporation so requests. , and Wilson Jones[R], among others. Under the GBC brand, the company is also a leader in the professional print finishing market. Forward-Looking Statements This press release contains statements which may constitute 'forward-looking' statements as that term is defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements relate to our expectations concerning the notes offering and a new credit facility, including without limitation the application of the proceeds from these transactions. As such, they are subject to certain risks and uncertainties, are made as of the date hereof and we assume no obligation to update them. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain and actual results may differ from those predicted depending on a variety of factors, including but not limited to market conditions for corporate debt generally and for the company's debt in particular, and our ability to successfully complete the notes offering and enter into a new credit facility. Our ability to successfully complete the notes offering and enter into a new credit facility, as well as our business generally, is subject to other risks and uncertainties as described in the our public reports filed with the Securities and Exchange Commission, including under 'Risk Factors' in our Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended December 31, 2008, as updated by subsequent Quarterly Reports on Form 10-Q Form 10-Q See 10-Q. , as well as other risks and uncertainties detailed from time to time in the company's SEC filings. |
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