Milacron Announces Terms of Privately Placed Notes.Business Editors CINCINNATI--(BUSINESS WIRE)--May 13, 2004 Milacron Inc. (NYSE NYSE See: New York Stock Exchange : MZ) today announced the pricing of a private placement of $225 million in 11- 1/2% Senior Secured Notes due 2011. The notes are to be issued at 97.673% of principal amount, effectively yielding 12%. The company expects that the proceeds of the private placement will be placed into escrow on May 26. The notes will be issued by Milacron Escrow Corporation, a newly formed, wholly owned, direct subsidiary of Milacron Inc., created solely to issue the notes and to merge with and into Milacron Inc., which will become the successor obligor of the notes following the merger. The conditions to release of the proceeds of the notes from escrow to Milacron include, among others, the merger of Milacron Escrow Corporation into Milacron Inc., the effectiveness of a new asset based credit facility, the termination of Milacron's existing credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities , the execution and delivery of subsidiary guarantees and security documents with respect to the notes, the closing of a tender offer for Milacron Capital Holdings B.V.'s outstanding EUR EUR In currencies, this is the abbreviation for the Euro. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 115 million 7-5/8% Guaranteed Bonds due 2005 and the issuance of a new series of Milacron's convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". in exchange for Milacron's outstanding $70 million in Series B Notes and 15 million shares of common stock held by Glencore Finance AG and Mizuho International plc. If the conditions to release of the proceeds from escrow are satisfied, Milacron intends to use the proceeds of the offering to repay or otherwise retire indebtedness, including a $75 million term loan under its existing credit facilities and the EUR 115 million 7-5/8% Guaranteed Bonds due 2005, and to pay transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). . The notes offered in the private offering discussed in this press release have been offered to qualified institutional buyers in reliance on 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. under the Securities Act of 1933. The notes have not been registered under the Securities Act. Unless so registered, the notes may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation to buy any securities. The forward-looking statements above by their nature involve risks and uncertainties that could significantly impact operations, markets, products and expected results. For further information please refer to the Cautionary Statement included in the company's most recent Form 10-Q Form 10-Q See 10-Q. on file with the Securities and Exchange Commission. First incorporated in 1884, Milacron is a leading global supplier of plastics-processing technologies and industrial fluids, with 3,500 employees and major manufacturing facilities 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. , Europe and Asia. For further information, visit www.milacron.com or call the toll-free investor line: 800-909-MILA (800-909-6452). |
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