Washington Mutual Announces Tender Offer for Convertible Notes.SEATTLE -- Washington Mutual “WaMu” redirects here. For the Washington, DC radio station, see WAMU. Washington Mutual (or WaMu; NYSE: WM) is the United States' largest savings and loan association. , Inc. (NYSE NYSE See: New York Stock Exchange :WM) announced today that its wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , New American Capital, Inc. ("NACI NACI National Advisory Committee on Immunization (Canada) NACI National Advisory Council on Innovation (South Africa) NACI National Agency Check with Inquiries "), has commenced cash tender offers for any and all of NACI's outstanding Zero Coupon Convertible Notes due 2021 (the "Zero Coupon Notes"), 4% Convertible Senior Notes due 2008 (the "4% Notes") and 2-3/4% Convertible Cash to Accreting Senior Notes due 2016 (the "2-3/4% Notes," and together with the Zero Coupon Notes and 4% Notes, the "Notes"). The Notes were originally issued by Providian Financial Corporation ("Providian Financial") in February 2001, May 2003 and March 2004, respectively. In connection with the merger of Providian Financial with and into NACI on October 1, 2005, NACI assumed Providian Financial's obligations under the Notes and 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 the Notes. The offers are being made pursuant to the indenture, as supplemented and amended, which requires NACI to offer to purchase the Notes following a change of control or fundamental change of Providian Financial. A change of control and fundamental change, as such terms are defined in the indenture, of Providian Financial occurred as a result of Providian Financial's merger with and into NACI. All Notes purchased pursuant to the tender offers will be retired upon purchase. NACI expects to fund the tender offers with cash on hand. Tender Offers Zero Coupon Notes -- NACI is offering to purchase the Zero Coupon Notes for cash at a purchase price, per $1,000 principal amount at maturity, equal to the issue price thereof plus accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. original issue discount to, but excluding, the change of control purchase date. NACI anticipates the purchase price of the Zero Coupon Notes, per $1,000 principal amount at maturity, to be approximately $547.08 and, in the event that all of the outstanding Zero Coupon Notes are tendered in the tender offer, the aggregate purchase price to be approximately $476,727,000. The tender offer for the Zero Coupon Notes will expire at 5:00 p.m., Eastern Time, on Monday, November 21, 2005 unless extended or earlier terminated. Tendered notes may be withdrawn at any time prior to the expiration time Expiration time The time of day by which all exercise notices must be received on the expiration date. Technically, the expiration time is currently 11:59AM on the expiration date, but public holders of option contracts must indicate their desire to exercise no later than 5:30PM on . 4% Notes -- NACI is offering to purchase the 4% Notes for cash at a purchase price, per $1,000 principal amount, equal to 100% of the principal amount, together with accrued and unpaid cash interest to, but excluding, the fundamental change repurchase re·pur·chase tr.v. re·pur·chased, re·pur·chas·ing, re·pur·chas·es To buy (something) again. n. The act of buying something that one previously sold or owned. Noun 1. date. In the event that all of the outstanding 4% Notes are tendered in the tender offer, the aggregate purchase price required for NACI to purchase the tendered 4% Notes is estimated to be approximately $245,347,000. The tender offer for the 4% Notes will expire at 5:00 p.m., Eastern Time, on Friday, November 4, 2005 unless extended or earlier terminated. Tendered notes may be withdrawn at any time prior to the expiration time. 2-3/4% Notes -- NACI is offering to purchase the 2-3/4% Notes for cash at a purchase price, per $1,000 original principal amount, equal to 100% of the accreted principal amount, together with accrued and unpaid cash interest to, but excluding, the fundamental change repurchase date. In addition, a make whole premium of approximately $212.06, payable 89% in Washington Mutual common stock and 11% in cash, will be paid for each $1,000 original principal amount of 2-3/4% Notes purchased. In the event that all of the outstanding 2-3/4% Notes are tendered in the tender offer, the aggregate purchase price required for NACI to purchase the tendered 2-3/4% Notes is estimated to be approximately $235,884,000, including the cash portion of the make whole premium. The tender offer for the 2-3/4% Notes will expire at midnight, Eastern Time, on Wednesday, November 2, 2005 unless extended or earlier terminated. Tendered notes may be withdrawn at any time prior to the expiration time. General The terms and conditions of each of the tender offers for the Notes appear in the offers to purchase attached as exhibits to the Schedule TOs filed earlier today by NACI and Washington Mutual, Inc. with the Securities and Exchange Commission. Subject to applicable law and certain provisions in the indenture, NACI may, in its sole discretion, waive To intentionally or voluntarily relinquish a known right or engage in conduct warranting an inference that a right has been surrendered. For example, an individual is said to waive the right to bring a tort action when he or she renounces the remedy provided by law for such any condition applicable to any of the tender offers and may extend or otherwise amend any of the tender offers. None of the tender offers is conditioned on a minimum amount of Notes being tendered. The consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of each of the tender offers is subject to the terms and conditions described in the applicable offer to purchase. J.P. Morgan Trust Company, National Association is acting as paying and information agent for the tender offers. Copies of the appropriate offers to purchase may be obtained at no charge from the paying agent Paying Agent An agent who accepts payments from the issuer of a security and then distributes the payments to the holders of the security. Also known as a "disbursing agent. at 800-275-2048 or from the SEC's web site at www.sec.gov. Additional information concerning the terms of the tender offers, including all questions relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the mechanics of the tender offers, may be obtained by contacting the paying agent at the same telephone number. Beneficial owners Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of notes may also contact their brokers, dealers, commercial banks, trust companies or other nominees through which they hold their Notes with questions and requests for assistance. This press release is not an offer to purchase, or 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 securities with respect to any Notes. The tender offers may only be made pursuant to the appropriate offer to purchase. About Washington Mutual With a history dating back to 1889, Washington Mutual is a retailer of financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. that provides a diversified line of products and services to consumers and commercial clients. At June 30, 2005, Washington Mutual and its subsidiaries had assets of $323.53 billion. Washington Mutual currently operates more than 2,400 retail banking, mortgage lending, commercial banking and financial services offices throughout the nation. Washington Mutual's press releases are available at www.wamunewsroom.com. |
|
||||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion