Accuride Corporation (“Accuride” or the “Company”) (NYSE: ACW) –
a leading supplier of components to the North American and European
commercial vehicle industries – today announced that it has
commenced a cash tender offer (the “Tender Offer”) for any and all
its outstanding $310.0 million aggregate principal amount of 9.5%
First Priority Senior Secured Notes due 2018 (the “Notes”). In
connection with the Tender Offer, Accuride is also soliciting
consents (the “Consents”) from the holders of the Notes to amend
the indenture under which the Notes were issued (the “Consent
Solicitation”). 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 (the “Offer to
Purchase”), dated October 19, 2016.
The Tender Offer is scheduled to expire at 12:00 Midnight, New
York City time, at the end of the day on November 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, the “Expiration Time”). The early tender deadline for the
offer will be 5:00 p.m., New York City time, on November 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, the “Early Tender Deadline”).
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validly withdrawn at or before the Early Tender Deadline and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. 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not validly withdrawn will be made promptly following the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 (the “Payment Date”). 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
(i) the consummation of the merger transaction between the Company,
Armor Parent Corp., a Delaware corporation (“Parent”), and Armor
Merger Sub Corp., a Delaware corporation and a wholly owned
subsidiary of Parent (“Merger Sub”), pursuant to and in accordance
with the terms of the Agreement and Plan of Merger, dated September
2, 2016, by and among the Company, Parent and Merger Sub, pursuant
to which Merger Sub will merge with and into Accuride and (ii) 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 (the “Dealer Manager”) for the
Tender Offer and Consent Solicitation. Accuride has retained Global
Bondholder Services Corporation as information agent and tender
agent (the “Information Agent”) for the Tender Offer and Consent
Solicitation. Persons with questions regarding the Tender Offer or
Consent Solicitation should contact RBC Capital Markets, LLC at
(877) 381-2099 (toll free) or (212) 618-7822 (collect). Requests
for documents may be directed to Global Bondholder Services
Corporation by phone at (866) 470-3900 (toll free) or (212)
430-3774, or in writing at 65 Broadway, Suite 404, New York, New
York 10006. The Offer to Purchase also addresses certain U.S.
federal income tax considerations. Holders should seek their own
advice based on their particular circumstances from an independent
tax advisor.
None of Accuride, the Dealer Manager, the Information Agent, the
trustee for the Notes or any of their respective affiliates makes
any recommendation as to whether holders of Notes should tender
Notes in response to the Tender Offer and deliver Consents in
response to the Consent Solicitation, and no one has been
authorized to make such recommendation. Each holder must make his,
her or its own decision as to whether to tender Notes and deliver
Consents and, if so, the principal amount of Notes to tender and
Consents to deliver.
This press release is for informational purposes only and is not
an offer to buy, a solicitation of an offer to sell the Notes or
any other security or a solicitation of Consents with respect to
any of the Notes. The Tender Offer and Consent Solicitation are
being made solely by the Offer to Purchase. In any jurisdiction
where the laws require the Tender Offer and Consent Solicitation to
be made by a licensed broker or dealer, they will be deemed made on
behalf of Accuride by RBC Capital Markets, LLC or by one or more
registered brokers or dealers under the laws of such jurisdiction.
The Tender Offer and Consent Solicitation are not being made
directly or indirectly to any resident or person located in any
jurisdiction in which the making and acceptance thereof would not
be in compliance with the securities, blue sky or other laws of
such jurisdiction.
About Accuride Corporation
With headquarters in Evansville, Ind., USA, Accuride Corporation
is a leading supplier of components to the North American and
European commercial vehicle industries. The company’s products
include commercial vehicle wheels and wheel-end components and
assemblies. The company’s products are marketed under its brand
names, which include Accuride®, Accuride Wheel End Solutions™,
Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the
New York Stock Exchange under the ticker symbol ACW. For more
information: www.AccurideCorp.com.
Forward-Looking Statements
Certain statements contained in this document may be considered
forward-looking statements within the meaning of the U.S.
securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, including statements regarding the proposed
merger contemplated by the Agreement and Plan of Merger, dated
September 2, 2016, by and among the Company, Armor Parent Corp. and
Armor Merger Sub Corp. (such merger, the “proposed merger
transaction” and such agreement, the “Merger Agreement”) and the
ability to consummate the proposed merger transaction. These
forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “will,” “should,”
“could,” “potential,” or similar expressions. Statements that are
not historical facts are forward-looking statements.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (1) Accuride may be unable to obtain
shareholder approval for the proposed merger transaction; (2) the
conditions to the closing of the proposed merger transaction may
not be satisfied and required regulatory approvals may not be
obtained; (3) the proposed merger transaction may involve
unexpected costs, liabilities or delays; (4) the business of
Accuride may suffer as a result of uncertainty surrounding the
proposed merger transaction; (5) the outcome of any legal
proceedings related to the proposed merger transaction; (6)
Accuride may be adversely affected by other economic, business,
legislative, regulatory and/or competitive factors; (7) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement; (8) risks
that the proposed merger transaction disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the proposed merger transaction; (9) the failure by
Armor Parent Corp. or Armor Merger Sub Corp. to obtain the
necessary debt and equity financing arrangements set forth in the
commitment letters received in connection with the proposed merger
transaction; and (10) other risks to consummation of the proposed
merger transaction, including the risk that the proposed merger
transaction will not be consummated within the expected time period
or at all. If the proposed merger transaction is consummated,
Accuride’s shareholders will cease to have any equity interest in
Accuride and will have no right to participate in its earnings and
future growth. The foregoing review of important factors that could
cause actual results to differ from expectations should not be
construed as exhaustive and should be read in conjunction with
statements that are included herein and elsewhere, including
Accuride’s filings with the Securities and Exchange Commission (the
“SEC”), including its Annual Report on Form 10-K for the year ended
December 31, 2015 and recent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed with the SEC, which are available
on the SEC’s website at www.sec.gov. Except as required by
applicable law, Accuride undertakes no obligation to update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise. Accuride does not intend, and assumes no obligation,
to update any forward-looking statements. Accuride’s filings with
the SEC, including its Annual Report on Form 10-K for the year
ended December 31, 2015, its definitive proxy statement for its
2016 Annual Meeting of Stockholders, which was filed with the SEC
on March 18, 2016, and recent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed with the SEC, are available on
the SEC’s website at www.sec.gov.
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version on businesswire.com: http://www.businesswire.com/news/home/20161019006357/en/
Accuride CorporationMEDIA RELATIONSTimothy G. Weir,
APRDirector of Public Affairs, Communications &
Marketing812-962-5128tweir@accuridecorp.comorINVESTOR
RELATIONSTodd TaylorVice President and
Treasurer812-962-5105ttaylor@accuridecorp.com
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