Accuride Corporation announced Tuesday it has commenced a cash tender offer for any and all its outstanding $310.0 million aggregate principal amount of 9.5 percent First Priority Senior Secured Notes due 2018.
In connection with the Tender Offer, Accuride is also soliciting consents from the holders of the Notes to amend the indenture under which the Notes were issued. Full details of the terms and conditions of the Tender Offer and Consent Solicitation are set forth in Accuride’s Offer to Purchase and Consent Solicitation Statement, dated Oct.19, 2016.
The tender offer is scheduled to expire at 12:00 Midnight, New York City time, at the end of the day on Nov. 16, 2016, unless such deadline is extended or earlier terminated by the company in its sole discretion (such time and date, as the same may be extended as expiration time. The early tender deadline for the offer will be 5:00 p.m. ET on Nov. 1, 2016, unless such deadline is extended or earlier terminated (such time and date, as the same may be extended by the company in its sole discretion).
Under the terms of the tender offer, the total consideration for each $1,000 principal amount of the notes validly tendered and not validly withdrawn at or before the Early Tender Deadline and accepted for purchase will be $1,006.25 (the total consideration). The total consideration for the notes includes an early tender payment of $30.00 per $1,000 principal amount of the notes (the early tender payment), and is only payable to holders who tender their notes and deliver their consents at or before the early tender deadline. Accuride says holders who validly tender their notes and deliver their consents after the early tender deadline and at or before the expiration time will receive the total consideration less the early tender payment, or $976.25 per $1,000 principal amount of the notes (the “Tender Offer Consideration”).
Payment of the total consideration or the tender offer consideration, as applicable, for any notes validly tendered and not validly withdrawn will be made promptly following the expiration time. Accuride will also pay accrued and unpaid interest due on the notes from the last interest payment date on the notes to, but not including, the payment date.
Accuride’s obligation to consummate the tender offer is conditioned upon the satisfaction of certain conditions, including:
The consummation of the merger transaction between the company, Armor Parent Corp., a Delaware corporation, and Armor Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent, pursuant to and in accordance with the terms of the Agreement and Plan of Merger, dated Sept. 2, 2016, by and among the company, Parent and Merger Sub, pursuant to which Merger Sub will merge with and into Accuride
The incurrence of indebtedness by the company having an aggregate principal amount (including availability of revolving commitments) of not less than$300.0 million.
Accuride has retained RBC Capital Markets, LLC as the dealer manager and solicitation agent for the Tender Offer and Consent Solicitation. Accuride has retained Global Bondholder Services Corporation as information agent and tender agent for the Tender Offer and Consent Solicitation.
