BLUE
BELL, Pa., June 11, 2025 /PRNewswire/ -- Unisys
Corporation (NYSE: UIS) ("Unisys") today announced its intention to
offer, subject to market and other conditions, $700 million aggregate principal amount of its
Senior Secured Notes (the "Senior Secured Notes") through a private
offering to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A and to certain persons
outside of the United States
pursuant to Regulation S, each under the Securities Act of 1933, as
amended (the "Securities Act"). Concurrently with the commencement
of this offering, Unisys commenced a cash tender offer (the "Tender
Offer") to purchase any and all of its outstanding $485 million aggregate principal amount of 6.875%
Senior Secured Notes due November 1,
2027 (the "Existing Notes"). In connection with the Tender
Offer, Unisys is also soliciting consents with respect to the
Existing Notes in order to amend the existing indenture governing
the terms of the Existing Notes to eliminate substantially all
restrictive covenants and certain events of default applicable to
the Existing Notes, release the collateral securing the Existing
Notes and modify certain other provisions contained in the
indenture (collectively with the Tender Offer, the "Tender Offer
and Consent Solicitation").
Unisys intends to use the net proceeds from the offering of the
Senior Secured Notes, together with cash on hand, to finance the
Tender Offer and Consent Solicitation and the payment of related
premiums, fees and expenses, to redeem the Existing Notes that
remain outstanding following the Tender Offer and Consent
Solicitation on or after the par call date for the Existing Notes,
to fund a portion of its long-term pension deficit and
postretirement liabilities and for general corporate purposes.
The Senior Secured Notes will be guaranteed on a senior secured
basis by material domestic subsidiaries of Unisys (the "subsidiary
guarantors") on the issue date and, in the future, will be
guaranteed by each U.S. domestic subsidiary that guarantees the
company's ABL credit facility and by each restricted subsidiary
that guarantees or becomes obligated as a co-issuer or co-borrower
of certain capital markets debt issued or borrowed by Unisys or any
subsidiary guarantor. The Senior Secured Notes and the guarantees
will be secured by liens on substantially all assets of Unisys and
the subsidiary guarantors (including a pledge of 100% of the
capital stock of each first tier domestic and foreign subsidiary of
Unisys and the subsidiary guarantors), which liens will be
subordinated to the liens on ABL collateral in favor of the ABL
secured parties, subject to certain limitations and permitted
liens.
The Senior Secured Notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements of the Securities Act or the securities
laws of any other jurisdiction.
The Tender Offer and Consent Solicitation is subject to the
satisfaction or waiver of various conditions, including the
consummation of the offering of Senior Secured Notes, with net
proceeds in an amount that, together with cash on hand and
borrowings under our ABL Credit Facility, is sufficient to
consummate the Tender Offer and Consent Solicitation, and other
customary conditions.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities
laws of any such state or jurisdiction.
This press release is not an offer to purchase, or soliciting
consent with respect to, any of the Existing Notes. Any such offer
or solicitation is made exclusively by, and subject to the
conditions set forth in, the offer to purchase and consent
solicitation statement.
About Unisys
Unisys is a global technology solutions
company that powers breakthroughs for the world's leading
organizations. Our solutions – cloud, AI, digital workspace,
logistics and enterprise computing – help our clients challenge the
status quo and unlock their full potential. To learn how we have
been helping clients push what's possible for more than 150 years,
visit unisys.com and follow us on LinkedIn.
Forward-Looking Statements
Any statements contained in
this release that are not historical facts are forward-looking
statements as defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include, but are not
limited to, statements regarding the completion by Unisys of the
offering, the anticipated principal amount of securities sold, the
final terms of the offering and the anticipated use of proceeds by
Unisys. These forward-looking statements are based on current
assumptions, expectations and beliefs of Unisys and involve
substantial risks and uncertainties that may cause actual results
and the timing of events to materially differ from those expressed
or implied by these forward-looking statements. Factors that could
cause or contribute to such differences include, but are not
limited to, risks related to market and other general economic
conditions, the ability of Unisys to meet the closing conditions
required for the consummation of the offering and other risks
detailed in filings Unisys makes with the SEC from time to time,
including under the heading "Risk Factors" in Unisys' Annual Report
on Form 10-K for the fiscal year ended December 31, 2024 and its most recent Quarterly
Report on Form 10-Q for the quarter ended March 31, 2025. Unisys assumes no obligation to
update any forward-looking statements.
RELEASE NO.: 0611/10002
Unisys and other Unisys products and services mentioned herein,
as well as their respective logos, are trademarks or registered
trademarks of Unisys Corporation. Any other brand or product
referenced herein is acknowledged to be a trademark or registered
trademark of its respective holder.
UIS-C
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SOURCE Unisys Corporation
