Oct 14 2010
Accellent Inc. ("Accellent" or the "Company"), a wholly-owned subsidiary of Accellent Holdings Corp., announced today that it has commenced a cash tender offer for any and all of the $295,000,000 aggregate principal amount of its outstanding 10½% Senior Subordinated Notes due 2013 (CUSIP Nos. 00430XAA5, 00430XAB3 and U00450AA1, ISIN Nos. US00430XAA54, US00430XAB38 and USU00450AA14) (the "Notes").
The Company also announced a concurrent consent solicitation for a proposed amendment to the indenture under which the Notes were issued. The tender offer and the consent solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated October 14, 2010 (the "Offer to Purchase"), and the related Letter of Transmittal. Holders that tender their Notes in the tender offer will be deemed to have consented to the proposed amendment to the indenture governing the Notes.
The tender offer will expire at 11:59 p.m., New York City time, on Wednesday, November 10, 2010, unless extended or earlier terminated (such date and time, as the same may be extended, the "Expiration Time"). In order to be eligible to receive the total consideration (as described below) for tendered Notes, holders must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on Wednesday, October 27, 2010, unless extended (such date and time, the "Consent Deadline").
The tender offer and the consent solicitation are subject to the satisfaction or waiver of customary conditions as described in the Offer to Purchase, including the receipt of consents and tenders from holders of a majority in aggregate principal amount of the outstanding Notes and the receipt by the Company of proceeds from one or more financings generating net proceeds sufficient to repurchase the Notes tendered, including the payment of all tender consideration, any consent payments, accrued interest and costs and expenses incurred in connection therewith, as described in more detail in the Offer to Purchase.
The total consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Consent Deadline and accepted for purchase pursuant to the tender offer will be an amount equal to $1,030 plus accrued interest, payable in cash.
The applicable total consideration set forth above includes a consent payment of $10 per $1,000 principal amount of Notes, payable, subject to the conditions of the tender offer and the consent solicitation, only to holders that validly tender and do not validly withdraw their Notes and validly deliver and do not validly revoke their consents at or prior to the Consent Deadline and whose Notes are accepted for purchase. Holders of Notes validly tendered after the Consent Deadline will not be eligible to receive a consent payment.
Notes validly tendered prior to 5:00 p.m., New York City time, on Wednesday, October 27, 2010, unless extended (the "Withdrawal Date") may be validly withdrawn and the related consents may be validly revoked at any time at or prior to the Withdrawal Date. Tendered Notes and delivered consents may not be validly withdrawn or validly revoked after the Withdrawal Date, except under certain limited circumstances as described in the Offer to Purchase.
The proposed amendment to the indenture governing the Notes would eliminate substantially all of the restrictive covenants, certain affirmative covenants, certain events of default, certain conditions to legal defeasance or covenant defeasance and substantially all of the restrictions on the ability of the Company to merge, consolidate or sell all or substantially all of its properties or assets contained in the indenture and the Notes. Holders may not deliver consents to the proposed amendment without validly tendering the related Notes in the tender offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate. If the proposed amendment becomes operative with respect to the Notes, then all Notes will be subject to the proposed amendment.
The Company has engaged Goldman, Sachs & Co. as Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Persons with questions regarding the tender offer or the consent solicitation should contact Goldman, Sachs & Co. at (800) 828-3182 or collect at (212) 902-5183. Requests for documents should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offer and the consent solicitation, at (212) 430-3774 (for banks and brokers) or (866) 873-5600 (for noteholders).