DaimlerChrysler Company LLC Announces Cash Tender Offer and Related Consent Solicitation
15 Junio 2007 - 11:03AM
PR Newswire (US)
--For Auburn Hills 12.375% Trust Guaranteed Exchangeable
Certificates due 2020 and Debentures issuable upon exchange of such
Auburn Hills 12.375% Trust Guaranteed Certificates due 2020 NEW
YORK, June 15 /PRNewswire-FirstCall/ -- DaimlerChrysler Company
LLC, a Delaware limited liability company (the "Company"),
announced today that it has commenced a cash tender offer to
purchase any and all of the outstanding Auburn Hills 12.375% Trust
Guaranteed Exchangeable Certificates due 2020 (the "Certificates")
and any and all of the debentures due 2020 (the "Debentures") to be
issued by the Company on June 21, 2007, the date on which all
Certificates outstanding will be exchanged for an equal principal
amount of Debentures issued by the Company (the "Exchange Date").
There is currently a $225,000,000 principal amount of the
Certificates outstanding. The tender offer will expire at 5:00
p.m., New York City Time, on July 13, 2007, unless extended (the
"Expiration Date"). (Logo:
http://www.newscom.com/cgi-bin/prnh/20020212/DCXLOGO) The tender
offer and consent solicitation are being made in connection with
the Contribution Agreement entered into on May 14, 2007 between
DaimlerChrysler AG, DaimlerChrysler North America Finance
Corporation, DaimlerChrysler Holding Corporation and an affiliate
of Cerberus Capital Management, L.P. In conjunction with the tender
offer, the Company is soliciting consents from the holders of the
Debentures to eliminate substantially all restrictive covenants and
certain other related provisions in the indenture governing the
Debentures (the "Proposed Amendments"). The Proposed Amendments can
be adopted with the consent of not less than 66 2/3% in the
aggregate principal amount of the outstanding Debentures. The
tender offer and consent solicitation are being made pursuant to an
offer to purchase and consent solicitation statement dated June 15,
2007 (the "Offer to Purchase") and related consent and letter of
transmittal (the "Consent and Letter of Transmittal"). As described
in more detail in the Offer to Purchase, the total purchase price
for each $1,000 principal amount of Certificates (or,
alternatively, for each $1,000 principal amount of Debentures
issued in connection with the exchange of such holder's
Certificate) validly tendered and accepted for purchase by the
Company will be calculated on July 11, 2007 based upon a fixed
spread of 20 basis points over the 4.50% Treasury due May 15, 2017,
the "Reference Security". The foregoing purchase price for the
Certificates and Debentures includes a consent payment equal to $35
per $1,000 principal amount of Certificates (or, alternatively, for
each $1,000 principal amount of Debentures issued in connection
with the exchange of such holder's Certificate) tendered. Holders
must validly tender their Certificates and Debentures on or before
5:00 p.m., New York City Time, on June 28, 2007, unless extended
(the "Consent Payment Deadline") to be eligible to receive the
applicable total purchase price, which includes the applicable
consent payment. Holders who validly tender their Certificates and
Debentures after the Consent Payment Deadline but before the
Expiration Date will only be eligible to receive an amount equal to
the total purchase price minus the consent payment. Additionally,
holders whose Certificates and Debentures are purchased pursuant to
the tender offers will receive any accrued but unpaid interest up
to, but not including, the payment date for Certificates and
Debentures purchased pursuant to the tender offer. A Holder of a
Certificate that tenders Certificates in the tender offers shall
automatically be deemed to have tendered the Debenture into which
such Certificates will be exchanged on the Exchange Date. Holders
may not deliver a consent in the consent solicitation without
tendering the related Certificates or Debentures in the tender
offer and may not revoke such consents without withdrawing the
previously tendered Certificates or Debentures. Certificates and
Debentures may not be withdrawn, nor may Consents be revoked, after
the Consent Payment Deadline. Holders who validly tender their
Certificates and Debentures in the tender offer shall be deemed to
have delivered their consents to the Proposed Amendments by such
tender with respect to the entire principal amount of Certificates
and Debentures tendered in the tender offer by such holder.
Consummation of the tender offer and consent solicitation, and
payment of the tender offer consideration and consent payment, are
subject to the satisfaction or waiver of various conditions, as
described in the Offer to Purchase, including the delivery of the
requisite consents to the Proposed Amendments. The Company has
reserved the right to amend, extend, terminate, or waive any
conditions to the tender offer and consent solicitation at any
time. J.P. Morgan Securities Inc. is the sole Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation
and may be contacted at (866) 834-4666 (toll free) or (212)
834-4077 (collect). Global Bondholder Services Corporation is the
Information Agent and the Depositary for the tender offer and the
consent solicitation and can be contacted at (866) 488- 1500 (toll
free) or (212) 430-3774 (collect). DaimlerChrysler is unique in the
automotive industry: its product portfolio ranges from small cars
to sports cars and luxury sedans; and from versatile vans to heavy
duty trucks or comfortable coaches. DaimlerChrysler's passenger car
brands include Mercedes-Benz, Maybach, Chrysler, Jeep(R), Dodge and
smart. Commercial vehicle brands include Mercedes-Benz,
Freightliner, Sterling, Western Star, Setra, Mitsubishi Fuso,
Thomas Built Buses and Orion. The company offers financial and
other automotive services through DaimlerChrysler Financial
Services. This announcement is not an offer to purchase or the
solicitation of an offer to sell the Certificates or Debentures.
The tender offer for the Certificates and Debentures and consent
solicitation are only being made pursuant to the Offer to Purchase
and the Consent and Letter of Transmittal. Further information
about DaimlerChrysler is available on the Internet at:
http://media.daimlerchrysler.com/
http://www.newscom.com/cgi-bin/prnh/20020212/DCXLOGO
http://photoarchive.ap.org/ DATASOURCE: DaimlerChrysler AG CONTACT:
Han Tjan of DaimlerChrysler AG, +1-212-909-9063 Web site:
http://www.daimlerchrysler.com/
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