Tender Offer and Consent Solicitation in respect of the Existing Notes
The Company has commenced a cash tender offer for any and all of its Existing Notes. In conjunction with the tender offer, the Company is also soliciting consents of holders of the Existing Notes to adopt proposed amendments to the indenture governing the Existing Notes that would eliminate or modify substantially all of the restrictive covenants, certain reporting obligations, certain events of default and certain other provisions under the indenture.
The following table provides information with respect to the Existing Notes and summarizes terms material to the determination of the applicable Total Consideration and the applicable Tender Consideration, each as defined below:
A. B. C. Existing Common Codes/ Total Consent Tender Notes CUSIPs/ISINs Consideration Payment Consideration --------------- ------------- ------------- ----------- ------------- $213.0 million 020574089, $1,018.88 per $3 per Total of 6.75% Senior 020563532 $1,000 $1,000 Consideration Notes due 2011(1) 021811157/ principal principal minus Consent 85771TAA2 amount amount Payment 85771TAC8, (A-B=C) Y8162BAA3/ US85771TAA25, USY8162BAA36, US85771TAC80 Note: ----- (1) In March 2009, the Company repurchased $2.0 million aggregate principal amount of the Existing Notes. Accordingly, only $213.0 million of the Existing Notes will be deemed to be outstanding for purposes of the tender offer and consent solicitation.
The tender offer will expire at 5:00 p.m., New York City time, on August 27, 2010, unless extended or earlier terminated (the "Expiration Date"). Holders who validly tender their Existing Notes at or prior to 5:00 p.m., New York City time, on August 10, 2010, unless extended or earlier terminated (the "Consent Deadline"), will receive the Total Consideration (including accrued interest up to (but excluding) the settlement date) and will be deemed to have delivered their consents pursuant to the consent solicitation. Holders who validly tender their Existing Notes after the Consent Deadline but on or prior to the Expiration Date will receive only the Tender Consideration (including accrued interest up to (but excluding) the settlement date).
The Company has the option to settle Existing Notes validly tendered at or prior to the Consent Deadline on an early settlement date. If the Company chooses to exercise this option, it will make an announcement of this early settlement date.
The tender offer and consent solicitation in respect of the Existing Notes is conditional upon, among other things, the receipt by the Company of the requisite consents for the Existing Notes.
The terms and conditions of the tender offer and consent solicitation, including the Company's obligation to accept and pay the applicable Total Consideration or the applicable Tender Consideration, as the case may be, for Existing Notes tendered, are set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated July 30, 2010 (the "Offer to Purchase"). The Company may amend, extend or terminate the tender offer and consent solicitation at any time.
The Company intends to fund the tender offer and consent solicitation using a combination of additional borrowings under its $360.0 million senior credit facility entered into in May 2010 (the "Credit Facility"), a portion of the proceeds from the New Notes and cash in hand or any of the foregoing. As of the date hereof, $210.0 million remains available for draw down under the Credit Facility.
The Company expects to record a charge to net income in the third quarter of 2010 relating to the premium that may be paid relating to the tender offer and consent solicitation in respect of the Existing Notes and the amount of such charge may be material.
The Company has appointed Credit Suisse and Deutsche Bank as the Dealer Managers and Lucid Issuer Services Limited as the Tender and Information Agent for the tender offer and consent solicitation. Requests for documents may be directed to the Tender and Information Agent: Yves Theis or Sunjeeve Patel, Tel: +44 20 7704 0880, Fax: +44 20 7067 9098, Email Contact. Any questions or requests for assistance regarding the tender offer and consent solicitation may be directed to the Dealer Managers:
Credit Suisse Securities (Europe) Limited Liability Management Group Tel: + 44 20 7883 6748 (London) Credit Suisse (Hong Kong) Limited Telephone: +852 2101 6000 (Hong Kong) E-mail: Email Contact Deutsche Bank AG, Singapore Branch Tel: +65 6423 5342 (Singapore) E-mail: Email Contact
Private Placement of New Notes
The Company intends to offer, subject to market conditions and other factors, New Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The New Notes are expected to mature in 2015 and to pay interest semi-annually. The New Notes are expected to constitute senior, unsecured obligations of the Company and to be guaranteed by all of the Company's wholly-owned subsidiaries, other than wholly-owned subsidiaries located in Korea and the Peoples Republic of China, unless subsequently permitted by law or rules of regulatory authorities.
The Company has received approval in-principle from the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing and quotation of the New Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed in this release. Admission of the New Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company or the New Notes.
The Company intends to use the net proceeds from the private placement of the New Notes, together with a further drawdown from the Credit Facility and/or cash in hand, to fund the proposed Cash Distribution described below, the tender offer and consent solicitation in respect of the Existing Notes and the costs associated with the foregoing.
In the event that the Capital Reduction and Cash Distribution are not completed within 135 days after the issuance of the New Notes, the Company will be required under the terms of the New Notes to effect a mandatory redemption of the New Notes at 101.0% of their principal amount, plus accrued and unpaid interest.
Under the terms of the Credit Facility, the Company and certain of its wholly-owned subsidiaries will be required, following the issuance of the New Notes and the completion of the Capital Reduction and subject to certain agreed security principles, to grant to the lenders under the Credit Facility a security interest over all of their respective present and future account receivables and certain accounts. In addition, the applicable margin of the loans under the Credit Facility will increase by 0.75% per annum upon the completion of the proposed Capital Reduction and Cash Distribution.
Proposed Capital Reduction and Cash Distribution
The Company intends to commence the process to effect the proposed capital reduction ("Capital Reduction") and cash distribution ("Cash Distribution") of up to $600.0 million to shareholders of the Company ("Shareholders") subject to and following the completion of the private placement of the New Notes. In the event the Capital Reduction proceeds as proposed, the actual amount per issued ordinary share of the Company ("Share") to be returned to the Shareholders pursuant to the proposed Capital Reduction and Cash Distribution would be dependent on the aggregate proceeds from the private placement of the New Notes, as well as the number of Shares as at the books closure date to be determined by the Directors of the Company (the "Books Closure Date"). The actual amount per Share to be returned to Shareholders would be calculated by dividing the aggregate amount of the Cash Distribution by the aggregate number of Shares as at the Books Closure Date. The proposed Capital Reduction and Cash Distribution would not result in a cancellation of any Shares, or a change in the number of Shares, held by the Shareholders, immediately after the proposed Capital Reduction and Cash Distribution.