Jan 10 2011
Hutchinson Technology Incorporated (Nasdaq:HTCH) today announced that it has commenced an offer to exchange or purchase, at the election of each holder and subject to the limitations described below, up to $75,294,000 of its 3.25% Convertible Subordinated Notes due 2026 (the "Old Notes"). The purpose of the tender/exchange offer is to improve the Company's financial flexibility by extending the first repurchase (at the option of the holder) date of a portion of the Company's convertible indebtedness and to reduce the Company's overall indebtedness by retiring some of the Old Notes.
Under the terms and subject to the conditions of the tender/exchange offer, for each validly tendered and accepted $1,000 principal amount of Old Notes, an eligible holder may elect to receive:
(1) $1,000 principal amount of a new series of 8.50% Convertible Senior Notes due 2026 (the "New Notes"), provided that if the amount of Notes tendered exceeds $40 million in aggregate principal amount, the Company will accept the Old Notes tendered for exchange on a pro rata basis;
(2) a cash payment of $850, provided that if the cash required to purchase all of the Old Notes tendered exceeds $30 million, the Company will accept the Old Notes tendered for purchase on a pro rata basis, and any Old Notes not accepted for purchase will be exchanged for New Notes, subject to the $40 million limit described above, as if such holders had elected to exchange their Old Notes for New Notes; or
(3) a combination of the first two options, subject to the $40 million aggregate principal amount limit and the $30 million cash payment limit.
The Company also will pay in cash all accrued and unpaid interest on Old Notes tendered by holders, and accepted by the Company, for exchange or purchase pursuant to the tender/exchange offer up to but excluding the settlement date.
A registration statement relating to the New Notes has been filed with the Securities and Exchange Commission (the "SEC") but has not yet become effective. The New Notes may not be tendered or exchanged prior to the time the registration statement becomes effective. The full terms of the tender/exchange offer, including descriptions of the New Notes and the material differences between the New Notes and the Old Notes, and other information relating to the tender/exchange offer and the Company are contained in the preliminary prospectus (the "Prospectus") and the related letter of transmittal, each filed as an exhibit to the Schedule TO filed by the Company with the SEC on January 10, 2011.
The tender/exchange offer for the Old Notes will expire at 5:00 p.m., New York City time, on February 8, 2011, unless earlier terminated or extended by the Company. Tendered Old Notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. In addition, holders may withdraw any tendered Old Notes that are not accepted by the Company for exchange or purchase after the expiration of 40 business days following today's commencement of the tender/exchange offer. The completion of the tender/exchange offer is subject to customary conditions described in the Prospectus. Subject to applicable law, the Company may in its sole discretion waive certain conditions applicable to the tender/exchange offer and may extend, terminate or amend the tender/exchange offer.
Citadel Securities, LLC has been retained to act as the dealer manager in connection with the tender/exchange offer. The exchange and information agent for the tender/exchange offer is Global Bondholder Services Corporation. If you are a "qualified institutional buyer" ("QIB") within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and have questions about the terms of the tender/exchange offer, please contact the dealer manager; if you are not a QIB and have questions about the terms of the tender/exchange offer, please contact the Company. Other questions, regarding the procedures for tendering Old Notes in the tender/exchange offer, requests for assistance regarding the tender/exchange offer process and requests for additional copies of the Prospectus and transmittal materials governing the tender/exchange offer may be directed to the dealer manager or the exchange and information agent at each of their addresses set forth below:
Holders of Old Notes should read the Prospectus and related transmittal materials governing the tender/exchange offer before making a decision to tender all or any portion of their Old Notes for exchange or purchase. Holders may obtain these documents free of charge from the exchange and information agent at the address and telephone numbers listed above or from the SEC's website at www.sec.gov.
Neither the Company, its officers, its board of directors, the exchange agent, the information agent nor the dealer manager is making any recommendation as to whether holders of the Old Notes should tender all or any portion of their Old Notes for exchange or purchase.
Source:
Hutchinson Technology Incorporated
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