EDO Prices New Convertible Notes.
The notes will bear an interest rate of 4.0 percent payable semi-annually in May and November commencing on May 15, 2006. The net proceeds from the offering will be approximately $170 million, after the underwriter's discounts and expenses. The Company intends to use the net proceeds from the offering to redeem its $137.8 million outstanding principal amount of 5.25 percent convertible subordinated notes due 2007 at the call price of 102.1 percent of the principal amount, plus accrued interest. The company has no other outstanding debt, and intends to use the remaining proceeds from the issuance of the new notes for general corporate purposes.
The notes are, under certain conditions, convertible into common stock at an initial rate of 29.2493 shares per $1,000 principal amount of debt. That initial conversion rate is based upon a conversion price of $34.19 which represents a premium of 28 percent over Tuesday's closing price of $26.71 per share.
At any time on or after November 20, 2010, EDO has the option to redeem some or all of the notes. The redemption price initially equals approximately 101% of the principal amount of the notes being redeemed together with accrued and unpaid interest. A full schedule of redemption prices is contained in the prospectus.
Holders of the notes have the option to require EDO to repurchase their notes at 100% of the principal amount thereof plus accrued and unpaid interest on November 15, 2012, November 15, 2015 and November 15, 2020 or in the event of certain fundamental changes, including certain change of control transactions.
As part of the offering, EDO has granted the underwriters of the notes a 30-day option, solely to cover over-allotments, to purchase up to an additional aggregate $26.25 million principal amount of the notes. The notes are being sold through a registered underwritten public offering pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission.
The offering is being lead managed by Citigroup Global Markets Inc., as sole book-runner, and Wachovia Capital Markets LLC, as joint lead manager. Copies of the prospectus and prospectus supplement related to the public offering may be obtained from Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 5th Floor, Brooklyn, New York 11220 (Telephone Number 718-765-6732).
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any notes. The notes will not be sold in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
EDO Corporation designs and manufactures a diverse range of products for the defense industry and commercial markets, and provides related engineering and professional services.
Major product groups include: Defense Electronics, Communications, Aircraft Armament Systems, Undersea Warfare, and Integrated Composite Structures. EDO's advanced systems are at the core of the transformation to lighter, faster, and smarter defense capabilities.
EDO (www.edocorp.com) was founded in 1925 and is headquartered in New York City. The company employs 2,800 people and had revenues of $536 million in 2004.
Certain statements made in this release, including statements about future intentions and expectations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors discussed in the company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.
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|Date:||Nov 16, 2005|
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