READING, Pa., April 6, 2015 /PRNewswire/ -- EnerSys (NYSE:
ENS) announced today that it intends to offer, subject to market
and customary conditions, $300
million aggregate principal amount of senior notes due 2023
(the "Notes"). The Notes will be unsecured, unsubordinated
obligations of EnerSys and will be guaranteed by each of EnerSys'
subsidiaries that is a guarantor under EnerSys' existing senior
secured credit facilities.
EnerSys intends to use the net proceeds from the offering to
redeem, settle, repurchase or otherwise repay and retire in full
the approximately $172.4 million
principal amount of EnerSys' outstanding 3.375% convertible notes
due 2038 (the "Convertible Notes"), with the remaining net proceeds
to be used to pay the premium on the Convertible Notes, partially
repay outstanding revolving loans under its existing senior secured
credit facilities and/or for general corporate purposes. However,
EnerSys may elect to repay the premium on the Convertible Notes
using cash, shares of its common stock or a combination
thereof.
The Notes and the related guarantees have not been, and will not
be, registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any applicable state or foreign securities
laws and may not be offered or sold in the United States absent registration or an
applicable exemption from registration under the Securities Act and
applicable state securities laws. The Notes will be offered in
the United States only to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant
to Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Caution Concerning Forward-Looking Statements
This press release, and oral statements made regarding the
subjects of this press release, contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 ("Reform Act"), which may include, but are not limited to,
statements regarding EnerSys' earnings estimates, plans,
objectives, expectations and intentions and other statements
contained in this press release that are not historical facts,
including statements identified by words such as "believe," "plan,"
"seek," "expect," "intend," "estimate," "anticipate," "will," and
similar expressions. All statements addressing operating
performance, events, or developments that EnerSys expects or
anticipates will occur in the future, including statements relating
to the proposed offering of the Notes, as well as statements
expressing optimism or pessimism about future operating results or
benefits, are forward-looking statements within the meaning of the
Reform Act. The forward-looking statements are based on
management's current views and assumptions regarding future events
and operating performance, and are inherently subject to
significant business, economic, and competitive uncertainties and
contingencies and changes in circumstances, many of which are
beyond the Company's control. The statements in this press
release are made as of the date of this press release, even if
subsequently made available by EnerSys on its website or
otherwise. EnerSys does not undertake any obligation to
update or revise these statements to reflect events or
circumstances occurring after the date of this press release.
Although EnerSys does not make forward-looking statements unless
it believes it has a reasonable basis for doing so, EnerSys cannot
guarantee their accuracy. The foregoing factors, among
others, could cause actual results to differ materially from those
described in these forward-looking statements. For a
description of other factors that could affect EnerSys' results,
including earnings estimates, see EnerSys' filings with the
Securities and Exchange Commission. No undue reliance should
be placed on any forward-looking statements.
For more information, contact Thomas
O'Neill, Vice President and Treasurer, EnerSys, P.O. Box
14145, Reading, PA 19612-4145,
USA. Tel: 610-208-1991; Web site:
www.enersys.com
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SOURCE EnerSys