Acument Global Technologies, Inc. Announces New Terms for Its Tender Offer and Consent Solicitation for Its Senior Secured Floating Rate Notes Due 2014.TROY, Mich. -- Acument Global Technologies, Inc. (the "Company"), formerly known as TFS TFS The Forum Site (online forum) TFS Team Foundation Server (Microsoft Visual Source Safe) TFS Toyota Financial Services TFS Thanks for Sharing TFS Tactical Fighter Squadron TFS Three-Five Systems Inc. Acquisition Corporation, announced today new terms See suggestions for new terms. for its previously announced cash tender offer for all of its outstanding Senior Secured Notes due 2014 (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. Nos. 88322C AA7 and U8833 UAA UAA ochre codon, one of the three stop codons. 4) (the "Notes"). In conjunction with the tender offer, the Company is soliciting consents from holders of the Notes to effect certain proposed amendments to the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing such Notes and to terminate the registration rights agreement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc such Notes. The tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated as of December 12, 2006 (which amends AMENDS. A satisfaction, given by a wrong doer to the party injured for a wrong committed. 1 Lilly's Reg. 81. 2. By statute 24 Geo. II. c. 44, in England, and by similar statutes in some of the United States, justices of the peace, upon being notified of an and restates the Offer to Purchase and Consent Solicitation Statement, dated as of November 16, 2006, which was previously distributed to holders of the Notes), and a related Consent and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , dated as of November 16, 2006. The Company also announced today that as of 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on December 11, 2006, it has extended the consent payment deadline for the tender offer and consent solicitation to 5:00 p.m., New York City time, on December 15, 2006 (as such time and date may be further extended, the "Consent Payment Deadline"). The tender offer and consent solicitation will expire at 5:00 p.m., New York City time, on January 16, 2007, unless extended in accordance with the terms of the tender offer and consent solicitation (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). If the Company elects to extend the Expiration Date past April 30, 2007, the interest rate on the Notes will increase from the London Interbank Rate Interbank rate See: LIBOR plus 7.50% to the London Interbank Rate plus 8.00%. In addition, the Company may, at any time prior to 9:00 a.m., New York City time, on June 1, 2007, extend the Expiration Date to June 30, 2007 in exchange for a payment of $2.50 per $1,000.00 principal amount of the Notes, payable to holders who validly tender their Notes and provide their consents to the proposed amendments to the indenture governing the Notes and to the termination of the registration rights agreement relating to the Notes prior to the Consent Payment Deadline. Such payment will be made promptly following the Company's issuance of notice of such extension. The Expiration Date may not be extended past June 30, 2007. Holders who validly tender their Notes and provide their consents prior to the Consent Payment Deadline shall receive the total consideration equal to $1,040.00 per $1,000.00 principal amount of the Notes, which includes a consent payment of $40.00 per $1,000.00 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the settlement date. If the minimum tender condition has been satisfied and the requisite consents are received on or prior to the Consent Payment Deadline, $10.00 of the consent payment will be paid promptly following the Consent Payment Deadline (and shall not be refundable) and $30.00 of the consent payment will be paid on the settlement date if the Notes are accepted for payment. Holders of Notes tendered after the Consent Payment Deadline will not receive a consent payment. The purchase price for Notes that are validly tendered after the Consent Payment Deadline but on or prior to the Expiration Date will be equal to $1,000.00 per $1,000.00 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the settlement date. Except in certain circumstances, Notes tendered and consents delivered may not be withdrawn or revoked after the Consent Payment Deadline. In connection with the tender offer, the Company has agreed that it will not exercise its right under the indenture governing the Notes to redeem all or a portion of the Notes at any time prior to December 29, 2006 for a redemption price Redemption price See: Call price redemption price 1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share. 2. equal to 102% of the principal amount thereof. The proposed amendments to the indenture governing the Notes would (i) eliminate most of the indenture's principal restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. , (ii) change the time by which the Company must provide its annual report for the year ended December 31, 2006 to the holders of the Notes from 90 days after December 31, 2006 to 120 days after December 31, 2006 (the "Reporting Provision"), (iii) provide for the increased interest rate on the Notes if the Company elects to extend the Expiration Date as described above (the "Interest Rate Provision") and (iv) amend certain other provisions contained in the indenture. Among other things, the termination of the registration rights agreement would eliminate the Company's obligation to offer to exchange the Notes for publicly registered notes. Adoption of the proposed amendments and termination of the registration rights agreement require the consent of the holders of at least a majority of the aggregate principal amount of the Notes. Holders who tender their Notes will be required to consent to the proposed amendments and the termination of the registration rights agreement and holders may not deliver consents to the proposed amendments and the termination of the registration rights agreement without tendering their Notes in the tender offer. The proposed amendments to the indenture, other than the proposed amendments to the Reporting Provision and the Interest Rate Provision, will become effective upon execution and delivery of a Supplemental Indenture by the Company and the Trustee, but will not become operative until the Notes are accepted for payment by the Company pursuant to the tender offer and consent solicitation. The proposed amendment to the Reporting Provision will become effective and operative upon execution and delivery of a Supplemental Indenture by the Company and the Trustee. The proposed amendment to the Interest Rate Provision will become effective only if the Company elects to extend the Expiration Date as described above. The termination of the registration rights agreement will not become operative until the Notes are accepted for payment by the Company pursuant to the tender offer and consent solicitation. If the tender offer and consent solicitation are terminated or withdrawn, or the Notes are not accepted for payment for any reason, neither the proposed amendments to the indenture (other than the proposed amendment to the Reporting Provision) nor the termination of the registration rights agreement will become operative. The Company has agreed to pay the reasonable legal expenses of certain holders of the Notes incurred by such holders in connection with negotiating the new terms of the tender offer and consent solicitation set forth herein. The tender offer is subject to several conditions, including, among other things, the Company's receipt of proceeds from a new issuance of debt securities or a new second lien A Second lien financing is a form of financing secured on a second ranking basis by (more or less) the same security, which secures the first ranking financing. The first lien lenders and the second lien lenders agree that, in the event of a security enforcement or bankruptcy, the credit facility, which proceeds must be sufficient (and, under the terms of the agreements governing the Company's indebtedness, are permitted to be used) to pay the aggregate total consideration and/or the purchase price for the Notes accepted in the tender offer; a minimum tender condition; receipt of the requisite consents and execution of a supplemental indenture and execution of an amendment terminating the registration rights agreement. The Company may amend the tender offer and consent solicitation in its sole discretion and may terminate the tender offer if it reasonably believes one or more of the conditions to the tender offer cannot be satisfied. This press release is neither an offer to purchase nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell the Notes. The tender offer and consent solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement and related materials, copies of which will be delivered to all noteholders. Persons with questions regarding the tender offer and the consent solicitation should contact Citigroup Corporate and Investment Banking, the Dealer Manager and Solicitation Agent, at (800) 558-3745 or (212) 723-6106, or Global Bondholder Bondholder A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority. bondholder An individual or institution that owns bonds in a corporation or other organization. Services Corporation, the Information Agent, at (866) 389-1500 or (212) 430-3774. The Company is a leading, global, full service provider of value-based fastening systems, offering more than 270,000 stock keeping units to approximately 10,000 customers in over 100 countries. The Company offers a comprehensive range of both highly engineered and standardized products A product that conforms to specifications resulting from the same or equivalent technical requirements. NATO standardized products are identified by a NATO code number. targeted to customers and end-use applications in the aerospace, automotive, construction, electronics, industrial equipment and non-automotive transportation industries. The statements in this news release that are not historical facts are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that are subject to material risks and uncertainties. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors which are discussed in the Company's Confidential Offering Circular Offering Circular An abbreviated prospectus for a new security listing. Delivered to individuals and brokerage houses, these documents are issued to arouse interest in the new issue. Notes: An offering circular allows investors to access information regarding a new issue. and other periodic reports available via our website (www.textronfasteningsystems.com/pressroom/filings.html). These risks and uncertainties include, but are not limited to, uncertainties relating to our ability to implement our business strategy, including operating as an independent company and our ability to establish our own corporate identity; changes in domestic and international market conditions; our ability to attract and retain customers; changes in capital requirements Capital requirements Financing required for the operation of a business, composed of long-term and working capital plus fixed assets. ; fluctuating fluc·tu·ate v. fluc·tu·at·ed, fluc·tu·at·ing, fluc·tu·ates v.intr. 1. To vary irregularly. See Synonyms at swing. 2. To rise and fall in or as if in waves; undulate. v. costs and availability of raw materials; competition; our ability to adapt to technological changes in our industry; our exposure to potential work stoppages; fluctuations in foreign exchange rates; changes in laws and regulations; potential litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. ; retention of our management team; and other factors. The Company does not undertake to update any forward-looking statements in this news release or with respect to matters described herein. |
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