PLYMOUTH, Mich., Nov. 13 /PRNewswire/ -- Metaldyne Corporation today announced that it is extending the early participation deadline of its previously announced tender offer to purchase all of its outstanding 10% Senior Notes due 2013 ("2013 Bonds") and 11% Senior Subordinated Notes due 2012 ("2012 Bonds"), until 12:00 Midnight, New York City time, on Friday, November 14, 2008. The early participation deadline was previously 12:00 Midnight, New York City time, on Wednesday, November 12, 2008. The early participation deadline has been extended so that noteholders wishing to participate in the tender offer prior to the early participation deadline will have additional time to complete the required paperwork.
Except as otherwise set forth above, all provisions of the tender offer are as set forth in the Offer to Purchase, Consent Solicitation and Acceptance Solicitation Statement dated October 29, 2008.
Metaldyne is offering to pay $106.30 per $1,000 principal amount of 2012 Bonds and $270.18 per $1,000 amount of 2013 Bonds for bonds tendered and accepted for payment on or prior to the early participation deadline, which as extended is 12:00 Midnight, New York City time, on Friday, November 14, 2008, unless further extended. Metaldyne is offering to pay $101.30 per $1,000 principal amount of 2012 Bonds and $265.18 per $1,000 principal amount of 2013 Bonds for bonds tendered and accepted for payment after the early participation deadline but on or prior to the expiration date, which is November 26, 2008, unless extended. The combined outstanding aggregate principal amount of the 2012 Bonds and the 2013 Bonds is $392.2 million. Concurrently with the tender offer, Metaldyne is soliciting consents to amend the relevant indentures to eliminate substantially all of the restrictive covenants and certain events of default and release all collateral securing the bonds. Adoption of the proposed amendments requires the consents of holders of at least two-thirds of the outstanding principal amount of each of the 2012 Bonds and 2013 Bonds.
Concurrently with the tender offer, Metaldyne is also soliciting ballots in favor of the pre-packaged plan of reorganization, which is an option that Metaldyne and investors in Metaldyne would consider only if the tender offer is not completed. Specifically, the plan of reorganization proposes that general unsecured creditors, including suppliers to the debtors, would be paid in full and in cash in the ordinary course of business or as of the effective date of the plan.
The consummation of the tender offer is subject to the satisfaction or waiver by Metaldyne of certain conditions, including that not less than 95% of the aggregate principal amount of the 2012 Bonds and the 2013 Bonds (considered collectively) are tendered. Further details regarding the tender offer and the related restructuring plan are available on Metaldyne's current report on the equivalent of Form 8-K dated October 29, 2008, which is posted on Metaldyne's website (www.metaldyne.com).
Media inquiries please contact Marge Sorge at (734) 578-6507. Inquiries from bondholders may be directed to David Lawson at (734) 207-6578. Requests for tender offer documents may be directed to The BMC Group, Inc., the Information and Voting Agent, at (310) 321-5541 or (888) 900-0100 (toll free).
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR A SOLICITATION OF CONSENTS. THE TENDER OFFER FOR THE 2012 BONDS AND 2013 BONDS AND THE RELATED CONSENT SOLICITATION AND ACCEPTANCE SOLICITATION ARE BEING MADE SOLELY PURSUANT TO AN OFFER TO PURCHASE AND A RELATED LETTER OF TRANSMITTAL.
About Metaldyne
Metaldyne is a wholly owned subsidiary of Asahi Tec, a Shizuoka, Japan-based chassis and powertrain component supplier in the passenger car/light truck and medium/heavy truck segments. Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a leading global designer and supplier of metal based components, assemblies and modules for transportation related powertrain and chassis applications including engine, transmission/transfer case, wheel end and suspension, axle and driveline, and noise and vibration control products to the motor vehicle industry.
Headquartered in Plymouth, Mich., Metaldyne has annual revenues of approximately $1.8 billion. Metaldyne employs more than 5,200 employees at 33 facilities in 14 countries. For more information go to www.metaldyne.com.
Forward Looking Statement
This press release contains statements that are not statements of historical fact, but instead are forward-looking statements, as that term is defined by the federal securities laws. We caution readers not to place undue reliance on these forward-looking statements, which reflect management's expectations, estimates and assumptions based on information available as of the date hereof. Important factors that could cause actual results to vary materially from those expressed or implied by the forward-looking statements are set forth in our Annual Report on the Equivalent of Form 10-K for the fiscal year ended March 31, 2008 and our subsequent Quarterly Reports, and include: our ability to successfully complete the tender offer, the consent solicitation and the acceptance solicitation; our high degree of leverage; substantial restrictions in our credit facilities and other debt; declining financial condition of our customers; risks associated with the condition of our suppliers and subsequent availability of product; adequacy of our liquidity to meet our obligations and grow our business; seasonal fluctuations in our business and impact on working capital; our industry's cyclicality and dependence on general economic conditions; inability to achieve profitability given our high degree of leverage and resulting interest expense; affordability of raw materials and components; inability to quickly replace any diminished or lost business due to the length of the sales process; risks related to termination for convenience provisions in certain of our customers' purchase orders and unanticipated cancellation of programs by our customers; risks associated with our parent company being controlled by a Japanese principal stockholder and therefore being subject to the regulatory environment for publicly traded Japanese companies; costs could potentially exceed estimates used in pricing our products; our employee benefit obligations may negatively impact future liquidity; risks related to international sales; inability to protect our intellectual property rights; environmental compliance obligations and liabilities; inability to meet obligations for any product liability and warranty claims; unanticipated labor stoppages at our facilities or those of our customers; and general economic conditions in the market sector in which we operate, including continued volume deterioration of our top three customers, changes in interest rates or foreign currency exchanges. We do not intend or assume any obligation to update any of these forward-looking statements.
SOURCE Metaldyne Corporation
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