TriMas Corporation Announces Tender Offer and Consent Solicitation for 9 7/8% Senior Subordinated Notes Due 2012
15 Dezember 2009 - 2:00AM
PR Newswire (US)
BLOOMFIELD HILLS, Mich., Dec. 14 /PRNewswire-FirstCall/ -- TriMas
Corporation (NASDAQ:TRS) today announced the Company has launched a
cash tender offer and consent solicitation for any and all of its
outstanding 9 7/8% Senior Subordinated Notes due 2012 (the
"Notes"). Terms of the Tender Offer and Consent Solicitation The
Notes and other information relative to the tender offer are set
forth in the table below: Principal CUSIP/ISIN Amount Purchase
Consent Total Securities Numbers Outstanding Price(1) Payment
Consideration(1) ------------- ---------- ----------- --------
------- ---------------- 9-7/8% Senior Subordinated Notes due 2012
896215AC4 $256,537,000 $970.25 $50.00 $1,020.25 896215AB6
USU89616AA18 (1) Does not include accrued and unpaid interest,
which will be paid on Notes accepted for purchase. The tender offer
and consent solicitation are being made on the terms and subject to
the conditions set forth in an Offer to Purchase and Consent
Solicitation Statement dated December 14, 2009 and the related
Consent and Letter of Transmittal (together, the "Tender Offer
Documents"). The total consideration (the "Total Consideration")
for the Notes tendered and accepted for purchase pursuant to the
tender offer will be $1,020.25 for each $1,000 principal amount of
Notes tendered, as specified in the Tender Offer Documents and
composed of a Consent Payment and a Purchase Price (as described
below). The Company will pay accrued and unpaid interest up to, but
not including, the applicable payment date. Each holder who validly
tenders its Notes and delivers consents to the Proposed Amendments
(as defined below) prior to 5:00 p.m., New York City time, on
December 28, 2009 (the "Consent Date") shall be entitled to a
consent payment (the "Consent Payment"), which is included in the
Total Consideration, of $50.00 for each $1,000 principal amount of
Notes tendered by such holder if such Notes are accepted for
purchase pursuant to the tender offer. Each holder who tenders
Notes after the Consent Date shall be entitled to receive $970.25
for each $1,000 principal amount of Notes tendered by such holder
(the "Purchase Price") and will not be entitled to receive the
Consent Payment. The tender offer will expire at 11:59 p.m., New
York City time, on January 12, 2010, unless extended or earlier
terminated. Tendered Notes may be withdrawn at any time on or prior
to 5:00 p.m., New York City time, on December 28, 2009, unless
extended by the Company (the "Withdrawal Deadline"). Payments of
the tender consideration for the Notes validly tendered and not
validly withdrawn on or prior to the expiration date and accepted
for purchase will be made pursuant to the Tender Offer Documents.
Holders may not tender their Notes without delivering their
consents to the Proposed Amendments and holders may not deliver
their consents without tendering their Notes pursuant to the tender
offer. Any tender of Notes prior to the Withdrawal Deadline may be
validly withdrawn and the corresponding consents may be revoked at
any time prior to the Withdrawal Deadline, but not thereafter
except to the extent the Company is required by law to provide
additional withdrawal rights. After the Consent Date, and subject
to the conditions described below, the Company may accept for
purchase Notes validly tendered on or prior to the Consent Date
(the "Initial Payment Date," which is currently expected to be
December 29, 2009, unless the Consent Date is extended). In
connection with the tender offer, the Company is soliciting the
consents of the holders of the Notes to proposed amendments to the
indenture governing the Notes (the "Proposed Amendments"). The
primary purpose of the consent solicitation and Proposed Amendments
is to eliminate substantially all of the material restrictive
covenants and certain events of default and related provisions in
the indenture governing the Notes. In order for the Proposed
Amendments to be effective, holders of a majority in aggregate
principal amount of the Notes must consent to the Proposed
Amendments. Holders of the Notes may not tender their Notes without
delivering the related consents. The consummation of the tender
offer is conditioned upon, among other things, (i) the Company
having available proceeds from new debt financing and from cash on
hand sufficient to pay the aggregate Total Consideration; (ii) the
tender of Notes representing a majority of the principal amount of
Notes outstanding on or prior to the Consent Date; (iii) the
execution of a supplemental indenture implementing the Proposed
Amendments; and (iv) satisfaction of the General Conditions (as
defined in the Tender Offer Documents). If any of the conditions
are not satisfied, the Company may terminate the tender offer and
return tendered Notes, may waive unsatisfied conditions and accept
for payment and purchase all validly tendered Notes that are not
validly withdrawn prior to expiration, may extend the tender offer
or may amend the tender offer. Full details of the terms and
conditions of the tender offer are included in the Tender Offer
Documents. Credit Suisse Securities (USA), LLC will act as Dealer
Manager and Solicitation Agent for the tender offer and consent
solicitation. Questions regarding the tender offer or consent
solicitation may be directed to Credit Suisse at (212) 538-1862
(collect) or (800) 820-1653 (toll free). Requests for copies of the
Tender Offer Documents may be directed to MacKenzie Partners, Inc.
at (212) 929-5500 (collect) or (800) 322-2885 (toll free).
Beneficial owners also may contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the
Tender Offer and the Consent Solicitation. Neither TriMas, the
Dealer Manager, nor any other person makes any recommendation as to
whether holders of Notes should tender their Notes or provide the
related consents, and no one has been authorized to make such a
recommendation. Holders of Notes must make their own decisions as
to whether to tender their Notes and provide the related consents,
and if they decide to do so, the principal amount of the Notes to
tender. This announcement shall not constitute an offer to purchase
or a solicitation of an offer to sell any securities. The tender
offer and consent solicitation are being made only through and
subject to the terms and conditions set forth in the Tender Offer
Documents and related materials. Holders of the Notes should read
carefully the Tender Offer Documents and related materials before
any decision is made with respect to the tender offer and consent
solicitation. Cautionary Notice Regarding Forward-looking
Statements Any "forward-looking" statements contained herein,
including those relating to market conditions or the Company's
financial condition and results, expense reductions, liquidity
expectations, business goals and sales growth, involve risks and
uncertainties, including, but not limited to, risks and
uncertainties with respect to general economic and currency
conditions, various conditions specific to the Company's business
and industry, the Company's substantial leverage, liabilities
imposed by the Company's debt instruments, market demand,
competitive factors, the Company's ability to maintain compliance
with the listing requirements of NASDAQ, supply constraints,
material and energy costs, technology factors, litigation,
government and regulatory actions, the Company's accounting
policies, future trends, and other risks which are detailed in the
Company's Annual Report on Form 10-K for the fiscal year ending
December 31, 2008, and in the Company's Quarterly Reports on Form
10-Q. These risks and uncertainties may cause actual results to
differ materially from those indicated by the forward-looking
statements. All forward-looking statements made herein are based on
information currently available, and the Company assumes no
obligation to update any forward-looking statements. About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation
(NASDAQ: TRS) provides engineered and applied products for growing
markets worldwide. TriMas Corporation is organized into five
strategic business segments: Packaging, Energy, Aerospace &
Defense, Engineered Components and Cequent. TriMas Corporation has
approximately 3,800 employees at 70 different facilities in 11
countries. We can be found on the internet at
http://www.trimascorp.com/. CONTACT: Sherry Lauderback Vice
President, Investor Relations & Communications (248) 631-5506
DATASOURCE: TriMas Corporation CONTACT: Sherry Lauderback, Vice
President, Investor Relations & Communications of TriMas
Corporation, +1-248-631-5506, Web Site: http://www.trimascorp.com/
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