Tower International Announces Cash Tender Offer for up to $275,992,000 for
Outstanding 10.625% Senior Secured Notes due 2017
LIVONIA, Mich., March 15, 2013
LIVONIA, Mich., March 15, 2013 /PRNewswire/ --Tower International, Inc.
(NYSE: TOWR), a leading integrated global manufacturer of engineered
structural metal components and assemblies,today announced that its
wholly-owned subsidiaries Tower Automotive Holdings USA, LLC and TA Holdings
Finance, Inc. (such subsidiaries collectively, the "Company") have commenced a
cash tender offer (the "Tender Offer") to purchase up to $275,992,000 of their
outstanding 10.625% Senior Secured Notes due 2017 (the "Notes"). The Tender
Offer is being made pursuant to an "Offer to Purchase" dated today, which sets
forth a more comprehensive description of the terms of the Tender Offer. The
table below sets forth information with respect to the Notes and the Tender
Title Aggregate Early
CUSIP of Principal Tender Offer Tender Total
Number/ISIN Notes Amount Consideration^(1) Payment^(1) Consideration^(1)(2)
Secured $361,992,000 $1,110.00 $30.00 $1,140.00
1. Per $1,000 principal amount of notes validly tendered and accepted for purchase
2. Inclusive of the Early Tender Payment
The Tender Offer is scheduled to expire at 12:01 a.m., New York City time, on
April 12, 2013, unless extended or earlier terminated by the Company in its
sole discretion (such date, as the same may be extended, the "Expiration
Date"). Holders of Notes must tender and not withdraw their Notes at or
before the early tender date, which is 5:00 p.m., New York City time, on March
28, 2013, unless extended or earlier terminated by the Company in its sole
discretion, in order to be eligible to receive the "Total Consideration."
The Total Consideration payable for each $1,000 principal amount of Notes
validly tendered at or before the early tender date and accepted for purchase
is equal to $1,140.00. Holders who tender their Notes after the early tender
date will, if such Notes are purchased by us, receive the "Tender Offer
Consideration," which is the Total Consideration minus an "Early Tender
Payment" of $30.00 per $1,000 principal amount of Notes validly tendered and
accepted for purchase. In addition to the Total Consideration or Tender Offer
Consideration, as applicable, holders of Notes accepted for purchase will
receive accrued and unpaid interest from the last interest payment date for
the notes to, but not including, the settlement date.
The Company plans to accept for purchase the maximum aggregate principal
amount of notes validly tendered on a pro rata basis (with adjustments
downward to avoid the purchase of Notes in a principal amount other than
$2,000 or integral multiples of $1,000 in excess thereof) that can be
purchased, such that the maximum aggregate principal amount of notes purchased
in the Tender Offer will not exceed $275,992,000 (the "Tender Cap Amount").
The Company has reserved the right to increase the Tender Cap Amount without
extending withdrawal rights except in limited circumstances where the Company
determines additional withdrawal rights are required by law.
Except as required by applicable law, Notes tendered may be withdrawn only at
or before the withdrawal deadline, which is 5:00 p.m., New York City time, on
March 28, 2013, and Notes tendered after the withdrawal deadline and before
the expiration of the Tender Offer may not be withdrawn.
The Company anticipates that the settlement date for Notes validly tendered on
or before the Expiration Date and accepted for purchase by the Company will
occur promptly following the Expiration Date.
Following consummation of the Tender Offer, pursuant to the terms of the
indenture governing the Notes (the "Indenture"), the Company intends to redeem
up to $86,000,000 aggregate principal amount of Notes, to the extent such
amounts remain outstanding, at a redemption price of 105.0% of the principal
amount thereof, plus accrued and unpaid interest. The Company expects to give
notice of redemption of up to $43,000,000 of such principal amount on or
about the date of closing of a new financing contemplated by the Financing
Condition (as defined below) and to give notice of redemption of the balance
thereof on or about August 24, 2013. There is no assurance, however, that any
such redemption will occur.
The Company has retained Citigroup Global Markets Inc. to serve as dealer
manager for the Tender Offer. The Company has retained Global Bondholder
Services Corporation to serve as the depositary and the information agent for
the Tender Offer. Requests for documents may be directed to Global Bondholder
Services Corporation by phone at (866) 857-2200 or (212) 430-3774 or in
writing at 65 Broadway, Suite 404, New York, NY 10006. Questions regarding
the Tender Offer may be directed to Citigroup Global Markets Inc. at either
(800) 558-3745 or collect at (212) 723-6106.
The Tender Offer is subject to the satisfaction of certain conditions,
including the Company's arranging new financing on terms and conditions
satisfactory to the Company (the "Financing Condition"). If any of the
conditions are not satisfied, the Company is not obligated to accept for
payment, purchase or pay for, and may delay the acceptance for payment of, any
tendered Notes, in each event subject to applicable laws, and may terminate
the Tender Offer. The Tender Offer is not conditioned on the tender of a
minimum principal amount of Notes. The Company has reserved the right to
terminate the Tender Offer before the expiration date and not accept for
purchase any Notes not theretofore accepted for purchase pursuant to the
Tender Offer and otherwise amend the terms of the Tender Offer in any respect,
subject to applicable laws.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes or any other securities. The Tender Offer is made
only by and pursuant to the terms of the Offer to Purchase and the related
Letter of Transmittal and the information in this press release is qualified
by reference to the Offer to Purchase and the related Letter of Transmittal.
None of the Company, its directors, members, managers or officers, the dealer
manager and solicitation agent or the depositary and information agent makes
any recommendations as to whether holders should tender their Notes pursuant
to the Tender Offer. Holders must make their own decisions as to whether to
tender Notes, and, if so, the principal amount of Notes to tender.
Forward-Looking Statements and Risk Factors
This press release contains statements which constitute forward-looking
statements, within the meaning of the Private Securities Litigation Reform Act
of 1995, including but not limited to statements regarding Tower
International, Inc.'s and its direct and indirect subsidiaries (referred to in
this section of this press release as "we" or "our") projected revenue,
Adjusted EBITDA, free cash flow, earnings, financial results and its future
sales growth outlook. The forward-looking statements can be identified by
words such as "anticipate," "believe," "plan," "estimate," "expect," "intend,"
"project," "target," and other similar expressions. Forward-looking
statements are made as of the date of this press release and are based upon
management's current expectations and beliefs concerning future developments
and their potential effects on us. Such forward-looking statements are not
guarantees of future performance. The following important factors, as well as
risk factors described in Tower International, Inc.'s reports filed with the
SEC, could cause our actual results to differ materially from estimates or
expectations reflected in such forward-looking statements:
oautomobile production volumes;
othe financial condition of our customers and suppliers;
oour ability to make scheduled payments on our indebtedness and comply with
the covenants and restrictions contained in the instruments governing our
oour ability to refinance our indebtedness;
oour ability to generate non-automotive revenues;
orisks associated with our non-U.S.operations, including foreign exchange
risks and economic uncertainty in some regions;
oany increase in the expense and funding requirements of our pension and
other postretirement benefits;
oour customers' ability to obtain equity and debt financing for their
oour dependence on our largest customers;
opricing pressure from our customers;
owork stoppages or other labor issues affecting us or our customers or
ocosts or liabilities relating to environmental and safety regulations.
We do not assume any obligation to update or revise the forward-looking
statements contained in this press release.
Executive Director, Investor & External Relations
SOURCE Tower International, Inc.
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