Aleris International, Inc. Announces Completion of Tender Offer and Consent Solicitation for 10 3/8% Senior Secured Notes Due 2
01 Agosto 2006 - 5:20PM
PR Newswire (US)
BEACHWOOD, Ohio, Aug. 1 /PRNewswire-FirstCall/ -- Aleris
International, Inc. ("Aleris") (NYSE:ARS) announced today that it
has completed its previously announced tender offer to purchase for
cash any and all of its outstanding 10 3/8% Senior Secured Notes
Due 2010 (CUSIP No. 449681AC9) (the "10 3/8% Notes") and 9% Senior
Notes Due 2014 (CUSIP No. 014477AA1) (the "9% Notes", and together
with the 10 3/8% Notes, the "Notes"). The tender offer expired at
5:00 p.m., New York City time, on July 31, 2006. Through the
expiration of the tender offer, $200,830,000 principal amount, or
96.17%, of the outstanding principal amount of the 10 3/8% Notes
and $124,910,000 principal amount, or 99.93%, of the outstanding
principal amount of the 9% Notes, and the consents related thereto,
have been validly tendered. Aleris has accepted for purchase all of
the Notes validly tendered prior to the expiration of the tender
offer and the related consents. As previously announced on July 14,
2006, the requisite consents were received to eliminate or make
less restrictive substantially all of the restrictive covenants and
events of default and certain related provisions contained in the
indentures governing the Notes. As a result of obtaining the
requisite consents, Aleris executed and delivered supplemental
indentures setting forth the amendments to the indentures governing
the Notes. The supplemental indentures provide that the amendments
to the indentures have become operative as a result of Aleris
having accepted for purchase pursuant to the tender offer the
validly tendered Notes. Each holder who tendered the 10 3/8% Notes
and related consents on or before the consent date will receive
$1,100.78 per $1,000 principal amount of the 10 3/8% Notes, which
includes a $20 consent payment, and each holder who tendered the 10
3/8% Notes and related consents after the consent date but on or
before the expiration date will receive $1,080.78 per $1,000
principal amount of the 10 3/8% Notes. Each holder who tendered the
9% Notes and related consents on or before the consent date will
receive $1,134.96 per $1,000 principal amount of the 9% Notes,
which includes a $20 consent payment, and each holder who tendered
the 9% Notes and related consents after the consent date but on or
before the expiration date will receive $1,114.96 per $1,000
principal amount of the 9% Notes. Holders of the Notes tendered and
accepted for payment pursuant to the Offer also will be paid
accrued and unpaid interest on their Notes to, but not including,
the applicable payment date. In addition, Aleris also today
announced that it is depositing funds with JPMorgan Chase Bank,
N.A., as trustee under the indenture for the 10 3/8% Notes to
effect a covenant defeasance, which terminated its obligations with
respect to substantially all of the remaining restrictive covenants
on the 10 3/8% Notes, and is depositing funds with LaSalle Bank
National Association, as trustee under the indenture for the 9%
Notes to effect a legal defeasance, which resulted in Aleris being
discharged from its obligations under the 9% Notes and the
indenture governing the 9% Notes. Deutsche Bank Securities Inc.
acted as dealer manager for the tender offer and as the
solicitation agent for the consent solicitation and Mackenzie
Partners, Inc. was the depositary and information agent. Aleris
International, Inc. is a global leader in aluminum rolled products
and extrusions, aluminum recycling and specification alloy
production. The Company is also a recycler of zinc and a leading
U.S. manufacturer of zinc metal and value-added zinc products that
include zinc oxide and zinc dust. Headquartered in Beachwood, Ohio,
a suburb of Cleveland, the Company operates 50 production
facilities in North America, Europe, South America and Asia, and
employs approximately 8,600 employees. For more information about
Aleris, please visit our Web site at http://www.aleris.com/. SAFE
HARBOR REGARDING FORWARD-LOOKING STATEMENTS Forward-looking
statements made in this news release are made pursuant to the safe
harbor provision of the Private Securities Litigation Reform Act of
1995. These include statements that contain words such as
"believe," "expect," "anticipate," "intend," "estimate," "should"
and similar expressions intended to connote future events and
circumstances, and include statements regarding future actual and
adjusted earnings and earnings per share; future improvements in
margins, processing volumes and pricing; overall 2006 operating
performance; anticipated higher adjusted effective tax rates;
expected cost savings; success in integrating Aleris's recent
acquisitions, including the acquisition of the downstream aluminum
businesses of Corus Group plc; its future growth; an anticipated
favorable economic environment in 2006; future benefits from
acquisitions and new products; expected benefits from changes in
the industry landscape and post-hurricane reconstruction; and
anticipated synergies resulting from the merger with Commonwealth,
the acquisition of the downstream aluminum businesses of Corus
Group plc and other acquisitions. Investors are cautioned that all
forward-looking statements involve risks and uncertainties, and
that actual results could differ materially from those described in
the forward-looking statements. These risks and uncertainties would
include, without limitation, Aleris's levels of indebtedness and
debt service obligations; its ability to effectively integrate the
business and operations of its acquisition; further slowdowns in
automotive production in the U.S. and Europe; the financial
condition of Aleris's customers and future bankruptcies and
defaults by major customers; the availability at favorable cost of
aluminum scrap and other metal supplies that the Company processes;
the ability of the Company to enter into effective metals, natural
gas and other commodity derivatives; continued increases in natural
gas and other fuel costs of the Company; a weakening in industrial
demand resulting from a decline in U.S. or world economic
conditions, including any decline caused by terrorist activities or
other unanticipated events; future utilized capacity of the
Company's various facilities; a continuation of building and
construction customers and distribution customers reducing their
inventory levels and reducing the volume of the Company's
shipments; restrictions on and future levels and timing of capital
expenditures; retention of the Company's major customers; the
timing and amounts of collections; currency exchange fluctuations;
future write-downs or impairment charges which may be required
because of the occurrence of some of the uncertainties listed
above; and other risks listed in the Company's filings with the
Securities and Exchange Commission (the "SEC"), including but not
limited to the Company's annual report on Form 10-K for the fiscal
year ended December 31, 2005, and quarterly report on Form 10-Q for
the quarter ended March 31, 2006, particularly the sections
entitled "Risk Factors" contained therein and in the section
entitled "Risk Factors" contained in the Company's Current Report
on Form 8-K filed with the SEC on June 30, 2006. (Logo:
http://www.newscom.com/cgi-bin/prnh/20050504/CLW056LOGO)
http://www.newscom.com/cgi-bin/prnh/20050504/CLW056LOGO
http://photoarchive.ap.org/ DATASOURCE: Aleris International, Inc.
CONTACT: Michael D. Friday of Aleris International, Inc.,
+1-216-910-3503 Web site: http://aleris.com/
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