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TK Aluminum is a group of companies whose primary activity is to manage residual interests of subsidiaries located in Bermuda, Luxembourg, and the United States.
Teksid Aluminum Luxembourg S.à r.l., S.C.A. Announces Completion of its Tender Offer for up to €5,271,000.00 Aggregate Principal Amount of its Outstanding Senior Notes And Receipt of the Requisite Consents to Amendments to the Indenture
Teksid Aluminum Luxembourg S.à r.l., S.C.A.
Hamilton, Bermuda, December 3, 2007 — Teksid Aluminum Luxembourg S.à r.l., S.C.A. (the “Company”) announced today that it has successfully completed its tender offer (the “Tender Offer”) for a portion of its outstanding 11 3/8% Senior Notes due 2011 (the “Senior Notes”), which expired on December 3, 2007, at 10:00 A.M., New York City time (3:00 P.M., London time) (the “Expiration Date”). The Tender Offer was made pursuant to a supplement dated as of November 16, 2007 (the “Supplement”) to the tender offer statement dated as of October 18, 2007 (the “Original Tender Offer Statement”). As of the Expiration Date, €197,609,000.00 aggregate principal amount of Senior Notes were tendered, representing approximately 96% of the aggregate principal amount outstanding. The Company also announced that, as of 12:00 P.M., New York City time (5:00 P.M., London time), on Friday, November 30, 2007, the Requisite Consents (as defined in the Supplement) have been validly delivered pursuant to the solicitation of consents (the “Consent Solicitation” and together with the Tender Offer, the “Offer”), made pursuant to the Supplement, to implement certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Senior Notes, as amended (the “Indenture”). Consequently, the Company, the Note Guarantors (as defined in the Indenture) and The Bank of New York, as the trustee, executed a supplemental indenture containing the Proposed Amendments (the “Supplemental Indenture”) on November 30, 2007.
Pursuant to the terms of the Supplement, the Company has accepted the Senior Notes validly tendered for payment on a pro rata basis since the aggregate principal amount of Senior Notes validly tendered exceeds €5,271,000.00. Any such pro rata allocation has been calculated by multiplying the principal amount of Senior Notes validly tendered by a holder of Senior Notes via a tender instruction by a factor equal to the aggregate principal amount of the Senior Notes that the Company is to purchase divided by the aggregate principal amount of all the Senior Notes validly tendered and not validly withdrawn. Any tendered Senior Notes not purchased due to proration will be returned to the holder thereof as promptly as practicable after the Payment Date (as defined in the Supplement). Pursuant to the terms of the Supplement, the Proposed Amendments, with the exception of the Release (as defined in the Supplement), have become operative in accordance with their terms. The Release (as defined in the Supplement) shall not take effect until the irrevocable deposit of the January Interest Payment (as defined in the Supplement) pursuant to the terms of the January Interest Escrow Agreement (as defined in the Supplement).
Holders of Senior Notes whose Senior Notes were accepted for purchase will receive 100% of the principal amount of the tendered Senior Notes (the "Purchase Price"), plus accrued and unpaid interest thereon from the most recent payment of interest preceding the Payment Date (as defined in the Supplement), up to, but not including, the Payment Date (the “Accrued Interest”), as adjusted on a pro rata basis. All payments will be made as provided in the Supplement. The Company will pay up to €5,525,225.25 in the aggregate to purchase its outstanding Senior Notes at par, which amount includes the payment of the Purchase Price and Accrued Interest on the Payment Date (as defined in the Supplement).
As required by the Proposed Amendments, the Company intends to, no later than December 5, 2007, irrevocably deposit an amount necessary to pay the January Interest Payment with The Bank of New York, in its capacity as escrow agent, for payment on January 15, 2008 by The Bank of New York (as escrow agent) of the January Interest Payment pursuant to the terms of the January Interest Escrow Agreement. The Release shall become effective immediately upon such deposit.
In addition, for further information and for copies of the Original Tender Offer Statement or the Supplement please contact: The Bank of New York and The Bank of New York (Luxembourg) S.A. at One Canada Square, London E14 5AL, England, Attention: Corporate Trust Administration, e-mail: phoward@bankofny.com and/or alexshaw@bankofny.com, Tel: +44 207 964 8849 and/or +44 207 964 8873, in their capacity as Information Agents and Tabulation Agents in Luxembourg.
This announcement is for informational purposes only and does not constitute an invitation to participate in the Offer in any jurisdiction in which, or to or from any person to or from whom it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required to inform themselves about, and to observe any such restrictions. The Offer was made only by the Original Tender Offer Statement dated October 18, 2007, as amended and supplemented by the Supplement dated November 16, 2007.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws relating to the Offer. These statements are based upon management's current expectations and beliefs and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company's control and the risk factors and other cautionary statements discussed in the Supplement.