Dal-Tile International achieves requisite consents in tender offer and consent solicitation for senior secured zero coupon notes.DALLAS--(BUSINESS WIRE)--July 30, 1996--Dal-Tile International Inc. today announced, in connection with its 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 for its outstanding senior secured zero coupon notes due July 15, 1998, that as of 9:00 a.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 July 30, 1996, the company has received duly executed and unrevoked consents to the 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. under which the zero coupon notes were issued from holders of a majority of the principal amount at maturity of the notes outstanding and not previously called for redemption. Under the terms of Dal-Tile's offer to purchase related to the tender offer and consent solicitation, which was mailed to all registered holders of the zero coupon notes on July 17, 1996, holders of the zero coupon notes who tender their zero coupon notes and the related consents on or prior to 12:00 midnight, New York City time, on Wednesday, July 31, 1996 will be entitled to receive a consent payment of $5.00 per $1,000 principal amount of zero coupon notes if the notes are accepted for purchase pursuant to the company's offer to purchase. Holders who tender their zero coupon notes and deliver the related consents after 12:00 midnight, New York City time on July 31, 1996 will not be entitled to a consent payment, but will be entitled to receive the balance of the consideration being offered by the company for the outstanding zero coupon notes, subject to the terms and conditions of the company's offer to purchase. If executed and unrevoked consents remain delivered at 12:00 midnight on July 31, 1996, the company intends to promptly cause a supplemental indenture incorporating the proposed amendments to the indenture to be executed by the company and the trustee for the zero coupon notes as described in the company's offer to purchase. Although the supplemental indenture containing the proposed amendments will have then been executed by the company and the trustee, on or promptly after 12:00 midnight, New York City time, on July 31, 1996, the proposed amendments will not become operative unless the company's offer to purchase is consummated in accordance with the terms thereunder. If the proposed amendments become operative, the holders of untendered notes will be bound thereby. As previously announced, the tender offer for all outstanding zero coupon notes not previously called for redemption will be priced on a fixed spread of 100 basis points over the yield of the 5-1/8% U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. Note due June 30, 1998 as of 2:00 p.m., New York City time, on the third business day immediately preceding 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. of the tender offer, less a consent payment of $5.00 per $1,000 principal amount of zero coupon notes for which a valid consent is received on or prior to 12:00 midnight, New York City time, on July 31, 1996. In conjunction with the tender offer, Dal-Tile is soliciting consents to effect certain amendments to the indenture under which the zero coupon notes were issued, including the elimination of substantially all of the 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. and the termination of the pledge agreement (and the concurrent release of the security) by which the zero coupon notes had been secured. The tender offer expires at 12:00 midnight, New York City time, on Aug. 13, 1996, unless extended. The tender offer is conditioned upon, among other things, the consummation of the public offering and the related refinancing Refinancing An extension and/or increase in amount of existing debt. . The company intends to extend the offer, if necessary, so that the offer expires shortly after the date of the public offering and refinancing transactions are consummated. Smith Barney Smith Barney is a division of Citigroup Global Capital Markets Inc., a global, full-service financial firm, that provides brokerage, investment banking and asset management services to corporations, governments and individuals around the world. Inc. is dealer manager for the tender offer and consent solicitation, and MacKenzie Partners, Inc. is the information agent. On July 3, 1996, Dal-Tile announced that it had elected to exercise its right to redeem on Aug. 6, 1996 approximately 25% of the total principal amount at maturity of the outstanding zero coupon notes, at 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. of 106% of the accreted value accreted value The current value of an original-issue discount bond, taking into account imputed interest that has accumulated. of the zero coupon notes, representing $845.35 per $1,000 principal amount. The tender offer and consent solicitation extends to all outstanding zero coupon notes not otherwise called to be redeemed in such redemption. Dal-Tile headquartered in Dallas, is a leading manufacturer, distributor and marketer of ceramic tile in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . Dal-Tile produces and distributes high quality wall tile and floor tile for both residential and commercial applications through its own sales centers, independent distributors and home center retailers. Its product offering includes a variety of glazed glaze n. 1. A thin smooth shiny coating. 2. A thin glassy coating of ice. 3. a. A coating of colored, opaque, or transparent material applied to ceramics before firing. b. and unglazed ceramic tile, stone products and allied products. CONTACT: Dal-Tile International Inc. Carlos E. Sala, 214/398-1411 or MacKenzie Partners Inc. Mark H. Harnett, 212/929-5877 |
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