Tag Archives: Expiration Time

KCS Announces Tender Offers and Consent Solicitations

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KCS Announces Tender Offers and Consent Solicitations

KANSAS CITY, Mo.–(BUSINESS WIRE)– Kansas City Southern (“KCS”) (NYS: KSU) announced today that its wholly-owned subsidiary, Kansas City Southern de México, S.A. de C.V., a Mexican corporation ( “KCSM“), has commenced (1) a cash tender offer for any and all of its $300.0 million outstanding aggregate principal amount of 8% Senior Notes due 2018 (CUSIP No. 485161AH6) (the “2018 Notes”) and a consent solicitation to amend the related indenture to, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained therein (the “2018 Notes Offer”), (2) a cash tender offer for any and all of its $185.0 million outstanding aggregate principal amount of 6.625% Senior Notes due 2020 (CUSIP No. 485161AK9) (the “2020 Notes” and, together with the 2018 Notes, the “Any and All Notes”) and a consent solicitation to amend the related indenture to, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained therein (the “2020 Notes Offer” and, together with the 2018 Notes Offer, the “Any and All Offers”) and (3) a cash tender offer for an amount of its 6.125% Senior Notes due 2021 (CUSIP No. 485161AM5) (the “Maximum Tender Offer Notes” and, together with the Any and All Notes, the “Notes”) such that the aggregate consideration paid to holders of the Maximum Tender Offer Notes (excluding accrued and unpaid interest thereon) does not exceed $650.0 million less the aggregate amount of consideration (excluding accrued and unpaid interest) paid or payable by KCSM to the holders of its Any and All Notes whose notes were validly tendered and accepted for purchase pursuant to the Any and All Offers (the “Maximum Tender Offer” and, together with the Any and All Offers, the “Offers”). The terms and conditions of the Offers are set forth in the Offer to Purchase and Consent Solicitation Statement dated April 10, 2013 related thereto (the “Offer to Purchase”).

Each of the Offers will expire at 12:00 Midnight, New York City time, on May 7, 2013, unless extended by KCSM (such date and time, as they may be extended, the “Expiration Time“). Each Offer is subject to a condition that KCSM consummates a debt financing transaction on terms and conditions acceptable to KCSM, in its sole discretion, and other customary conditions. KCSM expressly reserves the right, in its sole discretion, subject to applicable law, to extend, amend or terminate any or all of the Offers at any time prior to the Expiration Time.

Notes validly tendered and not validly withdrawn at or prior to 5:00

Source: FULL ARTICLE at DailyFinance

Sealed Air Announces Completion of Tender Offer for 7.875% Senior Notes Due 2017

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Sealed Air Announces Completion of Tender Offer for 7.875% Senior Notes Due 2017

ELMWOOD PARK, N.J.–(BUSINESS WIRE)– Sealed Air Corporation (“Sealed Air” or the “Company”) (NYS: SEE) today announced that the final tender period for the previously announced offer to purchase its outstanding 7.875% Senior Notes due 2017 (the “2017 Notes”), expired at 11:59 p.m., New York City time, on April 3, 2013 (the “Expiration Time“).

At the Expiration Time, $324.182 million principal amount of 2017 Notes, or 81.05% of the aggregate principal amount outstanding, had been validly tendered and not withdrawn. As part of the previously announced early tender, the Company purchased for cash, on March 21, 2013, $324.167 million of the tendered 2017 Notes. The complete terms and conditions of the tender offer were set forth in an Offer to Purchase and Consent Solicitation Statement that was sent to holders of the 2017 Notes.


Business

Sealed Air is a global leader in food safety and security, facility hygiene and product protection. With widely recognized and inventive brands such as Bubble Wrap® brand cushioning, Cryovac® brand food packaging solutions and DiverseyTM brand cleaning and hygiene solutions, Sealed Air offers efficient and sustainable solutions that create business value for customers, enhance the quality of life for consumers and provide a cleaner and healthier environment for future generations. Sealed Air generated revenue of approximately $7.6 billion in 2012, and has approximately 25,000 employees who serve customers in 175 countries.


Forward-Looking Statements

Company statements in this press release may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. These statements include comments as to future events that may affect the Company, which are based upon management’s current expectations and are subject to uncertainties, many of which are outside the Company’s control. Forward-looking statements can be identified by such words as “anticipates,” “expects,” “believes,” “plan,” “could,” “estimate,” “will” and similar expressions. A variety of factors may cause actual …read more

Source: FULL ARTICLE at DailyFinance

Pitney Bowes Announces Final Results of Cash Tender Offers for Notes

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Pitney Bowes Announces Final Results of Cash Tender Offers for Notes

STAMFORD, Conn.–(BUSINESS WIRE)– Pitney Bowes Inc. (NYS: PBI) (the “Company,” “us” or “Pitney Bowes”) today announced the final results for its previously announced cash tender offers (the “Offers”) for its 4.875% Medium-Term Notes due 2014 (the “2014 Notes”), 5.000% Notes due 2015 (the “2015 Notes”) and 4.750% Medium-Term Notes due 2016 (the “2016 Notes” and, together with the 2014 Notes and the 2015 Notes, the “Notes”).

The Company had previously accepted for purchase $148,446,000 principal amount of the 2014 Notes, $124,496,000 principal amount of the 2015 Notes and $128,814,000 principal amount of the 2016 Notes, which had been validly tendered and not validly withdrawn in the Offers as of 5:00 p.m. (New York City time) on March 11, 2013 (the “Early Tender Time”). Payment for all Notes accepted for purchase thereby was made on March 12, 2013 (the “Early Settlement Date”).

As of the expiration of the Offers at 11:59 p.m. (New York City time) on March 25, 2013 (the “Expiration Time”), $150,430,000 principal amount of the 2014 Notes, of which $1,984,000 were tendered after the Early Tender Time (the “Later Tender 2014 Notes”), $125,121,000 principal amount of the 2015 Notes, of which $625,000 were tendered after the Early Tender Time (the “Later Tender 2015 Notes”), and $129,086,000 principal amount of the 2016 Notes, of which $272,000 were tendered after the Early Tender Time (the “Later Tender 2016 Notes” and, together with the Later Tender 2014 Notes and the Later Tender 2015 Notes, the “Later Tender Notes”), were validly tendered and not validly withdrawn in the Offers.

The Offers were made pursuant to an Offer to Purchase, dated February 26, 2013 (the “Offer to Purchase”) and related Letter of Transmittal, dated February 26, 2013 (the “Letter of Transmittal”), which set forth a description of the terms and conditions of the Offers.

Subject to the terms and conditions of the Offers, the Company will accept for purchase all of the Later Tender Notes validly tendered and not validly withdrawn pursuant to the Offers at or prior to the Expiration Time. Payment for the Later Tender Notes accepted for purchase is expected to be made on March 26, 2013 (the “Final Settlement Date”).

Holders of the Later Tender Notes that were validly tendered and not validly withdrawn pursuant to the Offers at or prior to the Expiration Time will receive the “Tender Offer Consideration” (listed in the table below). In addition, holders of such Later Tender …read more
Source: FULL ARTICLE at DailyFinance

Pitney Bowes Announces Reference Yield, Total Consideration and Tender Offer Consideration for Cash

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Pitney Bowes Announces Reference Yield, Total Consideration and Tender Offer Consideration for Cash Tender Offers for Notes

STAMFORD, Conn.–(BUSINESS WIRE)– Pitney Bowes Inc. (NYS: PBI) (the “Company,” “us” or “Pitney Bowes“) today announced the Reference Yield, Total Consideration and Tender Offer Consideration (each as defined below) for its previously announced cash tender offers (the “Offers”) for its 4.875% Medium-Term Notes due 2014 (the “2014 Notes”), 5.000% Notes due 2015 (the “2015 Notes”) and 4.750% Medium-Term Notes due 2016 (the “2016 Notes” and, together with the 2014 Notes and the 2015 Notes, the “Notes”).

The Offers are being made pursuant to an Offer to Purchase, dated February 26, 2013 (the “Offer to Purchase”) and related Letter of Transmittal, dated February 26, 2013 (the “Letter of Transmittal”) which set forth a description of the terms and conditions of the Offers.

The consideration to be paid in each of the Offers has been determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity (the “Reference Yield“) of the applicable U.S. Treasury Security specified in the table below and on the cover page of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security.” Holders who validly tender and do not validly withdraw Notes at or prior to the Early Tender Time (as defined below) that are accepted for purchase will receive the applicable “Total Consideration” listed in the table below, which includes an early tender payment of $30 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium“). Holders who validly tender after the Early Tender Time but at or prior to the Expiration Time (as defined below) that are accepted for purchase will receive the Total Consideration listed in the table below minus the Early Tender Premium (the “Tender Offer Consideration”). In addition, in each case holders will receive accrued and unpaid interest on their Notes up to, but excluding, the applicable settlement date.