Allison Transmission announces cash tender offer and consent solicitation for its 7.125% Senior Notes due 2019
The Offer is being made pursuant to an Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") and related Letter of Transmittal and Consent (the "Letter of Transmittal"), which set forth a more comprehensive description of the terms of the Offer.
The table below sets forth information with respect to the notes and the Offer.
Title of Notes |
CUSIP No. |
Aggregate Principal Amount Outstanding |
Tender Offer Consideration(1) |
Consent Payment(1) |
Total Consideration(1)(2) |
7.125% Senior Notes due 2019 |
019736AC1 and U01979AC4 |
$471,263,000 |
$1,012.00 |
$30.00 |
$1,042.00 |
1. Per $1,000 principal amount of notes validly tendered (and not validly withdrawn) and accepted for purchase. |
|||||
2. Includes the Consent Payment. |
The Offer is scheduled to expire at
The Total Consideration payable for each
Except as required by applicable law, notes tendered and consents delivered may be withdrawn or revoked, respectively, until such time as the trustee under the Indenture receives an officer's certificate certifying receipt of the requisite consents in compliance with the terms of the Indenture (the "Withdrawal Time"), but not thereafter, and notes tendered and consents delivered after the Withdrawal Time and before the expiration of the Offer may not be withdrawn or revoked, respectively. We expect the Withdrawal Time to be at
The Offer is subject to the satisfaction of certain conditions, including completion of a bank financing on terms and conditions satisfactory to Allison sufficient to fund the repurchase of all notes tendered, including the payment of the Consent Payment, accrued interest and related expenses incurred in connection therewith and, at Allison's option, redeem any notes. If any of the conditions is not satisfied, Allison is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate the Offer. The Offer is not conditioned on the tender of a minimum principal amount of notes; however, Allison is not permitted to effect the proposed amendments to the Indenture if Allison does not receive the requisite consents. There can be no assurance that the bank financing will be completed.
It is anticipated that the Early Settlement Date for notes validly tendered at or prior to the Consent Time and accepted for purchase by Allison will be promptly following the Consent Time and is expected to be the date of the satisfaction of the conditions of the Offer. It is anticipated that the Final Settlement Date for notes validly tendered at or prior to the Expiration Time and accepted for purchase by Allison will be
Allison has retained
Allison expressly reserves the right, in its sole discretion, to take other actions with respect to any notes that have not been accepted and paid for in the Offer, including, but not limited to, purchasing such notes through open market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, on terms and prices that may or may not be equal to the Total Consideration or the Tender Offer Consideration, or to exercise any of Allison's rights under the Indenture. Allison expects to redeem any notes that remain outstanding after the consummation of the Offer and/or satisfy and discharge the Indenture as promptly as practicable after the Expiration Time in accordance with the terms of the Indenture. The press release does not constitute a notice of redemption or an obligation to issue a notice of redemption or satisfy and discharge the Indenture.
This press release is for information purposes only and is neither an offer to purchase nor a solicitation of an offer to sell or a solicitation of consents with respect to the notes or any other securities. The Offer is made only by and pursuant to the terms of the Offer to Purchase and the Letter of Transmittal and the information in this press release is qualified by reference to the Offer to Purchase and the Letter of Transmittal. The Offer is not being made to holders of notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Allison, the dealer manager and solicitation agent or the depositary and information agent makes any recommendations as to whether holders should tender their notes pursuant to the Offer. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.
About
Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements, including all statements regarding future financial results. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plans," "project," "anticipate," "believe," "estimate," "predict," "intend," "forecast," "could," "potential," "continue" or the negative of these terms or other similar terms or phrases. Forward-looking statements are not guarantees of future performance and involve known and unknown risks. Factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made include, but are not limited to: risks related to our substantial indebtedness; our participation in markets that are competitive; the highly cyclical industries in which certain of our end users operate; the failure of markets outside
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SOURCE
Craig M. Koven, Manager, Corporate Communications, Allison Transmission, craig.koven@allisontransmission.com, 317-242-3432