Acument Global Technologies, Inc. Extends the Consent Payment Deadline for the Tender Offer and Consent Solicitation for Its Senior Secured Floating Rate Notes Due 2014.
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 shall receive the total consideration equal to $1,030.00 per $1,000 principal amount of the Notes, which includes a consent payment of $30.00 per $1,000 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, $5.00 of the consent payment will be paid promptly following the Consent Payment Deadline (and shall not be refundable) and $25.00 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. AGT is permitted to redeem all or a portion of the Notes at any time prior to December 29, 2006 for a redemption price equal to 102% of the principal amount thereof, plus accrued and unpaid interest, if any. Notwithstanding the tender offer and consent solicitation, AGT reserves the right to redeem all of the Notes in accordance with the terms of the indenture under which the Notes were issued. The tender offer and consent solicitation do not constitute a call for redemption of the Notes.
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 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the settlement date for such Notes.
Except in certain circumstances, Notes tendered and consents delivered may not be withdrawn or revoked after the Consent Payment Deadline.
Among other things, the proposed amendments to the indenture governing the Notes would eliminate most of the indenture's principal restrictive covenants and would amend certain other provisions contained in the indenture. Among other things, the termination of the registration rights agreement would eliminate AGT'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 will become effective upon execution and delivery of a Supplemental Indenture by AGT and the Trustee, but will not become operative until the Notes are accepted for payment by AGT pursuant to the tender offer and consent solicitation. The termination of the registration rights agreement will not become operative until the Notes are accepted for payment by AGT 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 nor the termination of the registration rights agreement will become operative.
The tender offer is subject to several conditions, including, among other things, AGT's receipt of proceeds from a new issuance of debt securities or a new second lien credit facility, which proceeds must be sufficient (and, under the terms of the agreements governing AGT'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. AGT may amend or extend 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 or if it has redeemed all of the Notes in accordance with the provisions of the indenture governing the Notes.
This press release is neither an offer to purchase nor a solicitation 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 Services Corporation, the Information Agent, at (866) 389-1500 or (212) 430-3774.
AGT 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. AGT offers a comprehensive range of both highly engineered and standardized products 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 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 AGT's Confidential Offering Circular 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; fluctuating 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; retention of our management team; and other factors. AGT does not undertake to update any forward-looking statements in this news release or with respect to matters described herein.
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|Date:||Nov 30, 2006|
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