Business News
Momentive Specialty Chemicals Inc. Announces Preliminary Results of Tender for Certain of its Outstanding Notes
Monday 08. November 2010 - Pursuant to its previously announced tender offer, Momentive Specialty Chemicals Inc. (the "Company") received tenders from the holders of $355,241,000 aggregate principal amount of their 9.75% Senior Notes due 2014 (the "Notes") by the expiration of the early tender payment deadline, November 4, 2010 at 5:00 p.m., New York City time (the "Early Tender Date").
The tenders received by the Company for the Notes, together with the approximately $127 million principal amount of the Notes owned by Apollo Management, L.P. (“Apollo”), which principal amount will be exchanged by Apollo, represent in the aggregate approximately 90.52% of the Notes. Apollo will enter into an agreement to exchange the entire amount of its current holdings of Notes for new debt of the Company at an exchange ratio determined based on the tender consideration offered to holders of the Notes, which is intended to give Apollo an aggregate value equivalent to that which it would receive if it had received the total consideration in the tender offer and used the proceeds thereof to invest in the new debt. The new debt will have the same terms as the new notes issued by the Company to finance the tender offer.
The complete terms and conditions of the tender offer for the Notes are detailed in the Companys Offer to Purchase dated October 22, 2010 and the related Letter of Transmittal (the “Tender Offer Documents”). The Company currently expects to accept for payment, subject to conditions set forth in the Tender Offer Documents, all of the Notes validly tendered prior to the Early Tender Date on Friday, November 5, 2010.
Each holder who validly tendered its Notes prior to the Early Tender Date will receive, if such Notes are accepted for purchase pursuant to the tender offers, the total consideration of $1,053.75 per $1,000 principal amount of Notes tendered, which includes $1,043.75 as the tender offer consideration and $10.00 as an early tender payment. In addition, accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all validly tendered and accepted Notes.
The tender offer is scheduled to expire at 11:59 p.m., New York City time, on November 19, 2010, unless extended or earlier terminated (the “Expiration Date”). Because the Early Tender Date has passed, tendered Notes may no longer be withdrawn at any time, except to the extent that the Company is required by law to provide additional withdrawal rights. Holders who validly tender their Notes after the Early Tender Date will receive only the tender offer consideration and will not be entitled to receive an early tender payment if such Notes are accepted for purchase pursuant to the tender offers.
All the conditions set forth in the Tender Offer Documents remain unchanged. If any of the conditions are not satisfied, the Company may terminate the tender offer and return tendered Notes not previously accepted. The Company has the right to waive any of the foregoing conditions with respect to the Notes and to consummate any or all of the tender offers. In addition, the Company has the right, in its sole discretion, to terminate the tender offer at any time, subject to applicable law.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The tender offer is being made only through, and subject to the terms and conditions set forth in, the Tender Offer Documents and related materials.
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC will act as Dealer Managers for the tender offer. Questions regarding the tender offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or at (212) 723-6106 (collect); to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or at (212) 325-5912 (collect); and to J.P. Morgan Securities LLC at (800) 245-8812 (toll-free) or at (212) 270-1200 (collect).
Global Bondholder Services Corporation will act as the Information Agent for the tender offer. Requests for the Tender Offer Documents may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 470-4500 (for all others).
Neither the Companys board of directors nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, 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 if they decide to do so, the principal amount of the Notes to tender. 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.