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Sequa Corporation Commences Tender Offers and Consent Solicitation for Its 11.75% Senior Notes Due 2015 and 13.50% Senior PIK



  Sequa Corporation Commences Tender Offers and Consent Solicitation for Its
      11.75% Senior Notes Due 2015 and 13.50% Senior PIK Notes Due 2015

PR Newswire

NEW YORK, Nov. 28, 2012

NEW YORK, Nov. 28, 2012 /PRNewswire/ -- Sequa Corporation (the "Company" or
"Sequa") today announced the commencement of cash tender offers relating to
any and all of its $500,000,000 current outstanding principal amount of 11.75%
Senior Notes due 2015 (the "11.75% Notes") and its $258,005,375 current
outstanding principal amount of 13.50% Senior PIK Notes due 2015 (the "13.50%
Notes," and together with the 11.75% Notes, the "Notes") and its solicitation
of consents from the holders of the Notes to adopt certain amendments to the
indenture governing the Notes. 

The Notes and other information related to the tender offers are listed below:

                 Current                                                           
                                              Early     Total            Early
Series           Principal    Offer                                      Tender    
of                                            Tender    Consideration^1,
Notes  CUSIP     Amount       Consideration^1           2                Deadline Expiration
       Nos.                                   Payment^1                           Time
                 Outstanding
                                                                         5:00     11:59 P.M.
11.75%                                                                   P.M.     EST,
Senior                                                                   EST,
Notes  817320AP9 $500,000,000 $1,004.38       $30.00    $1,034.38                 December
due    U8149KAC1                                                         December 26,
2015                                                                     11,
                                                                                  2012
                                                                         2012
13.50%                                                                   5:00
Senior                                                                   P.M.     11:59 P.M.
PIK    817320AR5 $258,005,375 $1,008.75       $30.00    $1,038.75        EST,     EST,
Notes  U8149KAH0                                                         December December
due                                                                      11, 2012 26, 2012
2015

____________________________

^1 For each $1,000 principal amount of Notes, excluding accrued but unpaid
interest thereon, which interest will be paid in addition to the Offer
Consideration or the Total Consideration, as applicable.

^2 The Total Consideration includes the Early Tender Payment.

The tender offers are scheduled to expire at 11:59 P.M., Eastern Time, on
December 26, 2012, unless extended or earlier terminated (the "Expiration
Time").  Holders who validly tender their Notes and deliver their consents by
5:00 P.M., Eastern Time, on December 11, 2012, unless extended or earlier
terminated (the "Early Tender Deadline"), will receive $1,034.38 and $1,038.75
per $1,000 principal amount of 11.75% Notes and 13.50% Notes, respectively
(the "Total Consideration"), if such Notes are accepted for purchase, which
includes an early tender payment of $30.00 per $1,000 principal amount of
Notes (the "Early Tender Payment").  Holders who validly tender their Notes
and deliver their consents after the Early Tender Deadline but by the
Expiration Time will receive $1,004.38 and $1,008.75 per $1,000 principal
amount of 11.75% Notes and 13.50% Notes, respectively (the "Offer
Consideration"), if such Notes are accepted for purchase.  Holders whose
tendered Notes are accepted for purchase will also receive accrued and unpaid
interest from, and including, the most recent interest payment date for the
Notes, to, but not including, the applicable payment date for the Notes in the
tender offers.

Holders who validly tender their Notes and deliver their consents by the Early
Tender Deadline (and do not validly withdraw their Notes or revoke their
consents), and whose Notes are accepted for purchase, will, if the Company so
elects, receive payment on a business day following the Early Tender Deadline
but before the Expiration Time.  Holders who validly tender their Notes and
deliver their consents after the Early Tender Deadline but by the Expiration
Time, and whose Notes are accepted for purchase, will receive payment promptly
after the Expiration Time.

The tender offers are subject to the satisfaction or waiver of certain
conditions, including a financing condition and general conditions.  The
consents are being solicited to eliminate substantially all of the restrictive
covenants and certain related events of default contained in the indenture
governing the Notes.  If the proposed amendments become operative, a notice of
redemption to Holders whose Notes are to be redeemed will be permitted to be
provided not less than 3 days before a redemption date instead of not less
than 30 days before a redemption date as currently required under the
Indenture.  Holders may not tender their Notes without delivering consents or
deliver consents without tendering their Notes.

Noteholders may withdraw tenders and revoke consents at any time prior to the
earlier of (1) 5:00 P.M., Eastern Time, on December 11, 2012 (unless extended
by the Company) and (2) the date on which a supplemental indenture is executed
(the "Withdrawal Deadline"), which is expected to promptly follow receipt of
the consents of a majority of the Notes outstanding, voting together as a
single class under the indenture governing the Notes.

Sequa has retained Barclays Capital Inc. to serve as the Dealer Manager for
the tender offers and consent solicitation.  Questions regarding the tender
offers and consent solicitation may be directed to Barclays Capital Inc. at
(800) 438-3242 (U.S. toll-free) or (212) 528-7581 (collect).  You may also
contact your broker, dealer, commercial bank or trust company or other nominee
for assistance.

The complete terms and conditions of the tender offers and consent
solicitation are described in the Offer to Purchase and Consent Solicitation
Statement dated November 28, 2012 and the related Consent and Letter of
Transmittal, copies of which may be obtained by contacting D.F. King & Co.,
Inc., as Tender Agent and Information Agent, at (800) 769-4414 (U.S.
toll-free) or (212) 269-5550 (banks and brokers).  The Offer to Purchase and
related Consent and Letter of Transmittal also address certain U.S. federal
income tax consequences. Holders should seek their own advice based on their
particular circumstances from an independent tax advisor.

None of Sequa, the Dealer Manager, the Tender Agent or the Information Agent
makes any recommendation as to whether holders should tender their Notes
pursuant to the tender offers or consent to the proposed indenture amendments,
and no one has been authorized by any of them to make such recommendations. 
Holders must make their own decisions as to whether to tender Notes and
deliver consents, and, if so, the principal amount of Notes to tender.

This press release does not constitute an offer to purchase, a solicitation of
an offer to sell nor a solicitation of consents with respect to, any Notes or
other securities, nor shall there be any purchase of Notes or solicitation of
consents in any state or jurisdiction in which such offer, solicitation or
purchase would be unlawful prior to the registration or qualification under
the securities laws of any such jurisdiction.  The tender offers and consent
solicitation are being made solely by the Offer to Purchase and Consent
Solicitation Statement dated November 28, 2012 and related Consent and Letter
of Transmittal.  In any jurisdiction where the laws require the tender offers
and consent solicitation to be made by a licensed broker or dealer, they will
be deemed made on behalf of Sequa by Barclays Capital Inc. or one or more
registered brokers or dealers under the laws of such jurisdiction.  The tender
offers and consent solicitation are not being made in any jurisdiction in
which the making or acceptance thereof would not be in compliance with the
laws of such jurisdiction.

About Sequa

Sequa Corporation is a diversified industrial company that operates in the
aerospace and metal coatings industries. Sequa Corporation is owned by The
Carlyle Group. For additional information visit www.sequa.com.

Forward-Looking Statements

Statements in this press release (or otherwise made by the Company or on its
behalf) that are not historical facts, including statements regarding the
Company's estimates, expectations, beliefs, intentions, projections or
strategies for the future may be "forward-looking statements".  The words
"expects", "believes", "plans", "anticipates", and similar expressions are
intended to identify forward-looking statements.  All forward-looking
statements involve a number of risks and uncertainties that could cause actual
results to differ materially from the estimates, expectations, beliefs,
intentions, projections and strategies reflected in or suggested by the
forward-looking statements. 

These risks and uncertainties include, but are not limited to, the cyclical
nature of the Company's business and inability to predict the timing or
severity of future economic downturns, significant amount of indebtedness and
related debt service obligations, participation in markets that are
competitive, ability to comply with governmental regulations and the
government's ability to revoke important authorizations and approvals if the
Company is unable to comply, increases in costs or disruptions of the supply
of the Company's raw materials, risks associated with the Company's
multi-year, fixed-price contracts and other material agreements to which the
Company is a party, economic, political and other developments associated with
its international operations, and other risks and uncertainties, including
those listed in the Company's Annual Report for the year ended December 31,
2011 under the caption "Risk Factors." The Company believes that all
forward-looking statements are based on reasonable assumptions when made;
however, the Company cautions that it is impossible to predict actual results
or outcomes or the effects of risks, uncertainties or other factors on
anticipated results or outcomes and that, accordingly, one should not place
undue reliance on these statements. Forward-looking statements speak only as
of the date they were made, and the Company undertakes no obligation to update
these statements in light of subsequent events or developments. Actual results
and outcomes may differ materially from anticipated results or outcomes
discussed in any forward-looking statement. Important factors that could cause
actual results to differ materially from the Company's expectations are
disclosed under "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's Annual Report
for the year ended December 31, 2011 and Quarterly Reports for the quarters
ended March 31, 2012, June 30, 2012 and September 31, 2012, which are
available as explained in the Offer to Purchase and Consent Solicitation
Statement under "Where You Can Find More Information".

Caution should be taken not to place undue reliance on forward-looking
statements, which represent the Company's views only as of the date of this
release, and which the Company has no current intention to update.

Media Contract:  
Andrew Farrant 
(646) 283-0134  
andrew_farrant@sequa.com

SOURCE Sequa Corporation

Website: http://www.sequa.com
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