Constellium N.V. Announces Cash Tender Offer for 9¾ / 10½% Senior PIK Toggle Notes due 2019 of Wise Metals Intermediate Holdings LLC and Wise Holdings Finance Corporation
Amsterdam, January 7, 2015 – Constellium N.V. (NYSE and NYSE Euronext: CSTM) (“Constellium” or the “Company”) today announced it has commenced a tender offer (the “Offer”) to purchase for cash any and all of the outstanding 9¾ / 10½% Senior PIK Toggle Notes due 2019 (the “Notes”) issued by Wise Metals Intermediate Holdings LLC and Wise Holdings Finance Corporation (the “Note Issuers”).
Tendering holders will receive an amount in cash equal to $1,010 for each $1,000 principal amount of Notes tendered (the “Tender Offer Consideration”). Tendering holders will also receive accrued and unpaid interest to, but not including, the Payment Date (as defined below), which is expected to be within three business days following the Expiration Date (as defined below).
Constellium is making the Offer in connection with its previously announced acquisition of Wise Metals Intermediate Holdings LLC (“Wise”), which resulted in a “Change of Control” under the indenture governing the Notes, requiring the Note Issuers (or a third party in lieu of the Note Issuers) to make and consummate an offer to purchase all of the Notes at a purchase price equal to 101% of their principal amount, plus accrued interest (if any) to, but not including, the date of purchase.
The Offer is currently scheduled to expire at 5:00 P.M., New York City time, on February 6, 2015 (such time and date, as it may be extended, the “Expiration Date”). Holders of Notes that are validly tendered (and not validly withdrawn) prior to the Expiration Date will be eligible to receive the Tender Offer Consideration and accrued and unpaid interest to, but not including, the Payment Date.
Upon the terms and subject to the conditions described in the Change of Control Notice and Offer to Purchase and related Letter of Transmittal distributed to holders of Notes, the Company, on behalf of and as agent for the Note Issuers, will accept for purchase any and all outstanding Notes validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date. Payment of the Tender Offer Consideration for the Notes so accepted for purchase will be made within three business days following the Expiration Date (the date of such payment, the “Payment Date”).
The Company reserves the right, subject to applicable law and the terms of the indenture governing the Notes, to (i) waive any and all conditions to the Offer, (ii) extend the Expiration Date or terminate the Offer at any time and (iii) otherwise amend the Offer in any respect.
This press release does not constitute an offer to purchase any security. No offer will be made in any jurisdiction in which such an offer would be unlawful. The Offer will only be made pursuant to the terms of the Change of Control Notice and Offer to Purchase and the related Letter of Transmittal to be distributed to holders of Notes. Holders are urged to read these documents carefully before making any decision with respect to the Offer. Holders of Notes must make their own decisions as to whether to tender any or all of their Notes.
Holders may obtain copies of the Change of Control Notice and Offer to Purchase and the related Letter of Transmittal from the Information and Tender Agent for the Offer, D.F. King and Co., Inc., at (212) 269-5550 (collect, for banks and brokers only) and (866) 829-1035 (toll free)
None of the Company, the Note Issuers, the Information and Tender Agent or any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation.
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Forward Looking Statement
Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This press release may contain “forward looking statements” with respect to our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify forward-looking statements because they contain words such as, but not limited to, “believes,” “expects,” “may,” “should,” “approximately,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” likely,” “will,” “would,” “could” and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business and operations. These risks and uncertainties include, but are not limited to, the ability of Constellium and Wise to achieve expected synergies and the timing thereof; the risk that the businesses will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; Constellium’s increased levels of indebtedness as a result of the transaction, which could limit Constellium’s operating flexibility and opportunities; the potential failure to retain key employees as a result of the transaction or during the integration of the business, the loss of customers, suppliers and other business relationships as a result of the transaction; disruptions to business operations resulting from the transaction; slower or lower than expected growth in the North American market for Body-in-White aluminum rolled products and other risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 20-F, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
Additional Contact: D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10015, Email: firstname.lastname@example.org, Banks and Brokers Call: +1 (212) 269-5550, All Others Call Toll Free: (866) 829-1035