TriMas Corporation Announces Early Tender Results and Receipt of Requisite Consents from a Majority of Holders of Its 9-7/8% Sen
30 December 2009 - 6:05AM
PR Newswire (US)
Extends Withdrawal Rights and Announces Redemption of Remaining
Notes BLOOMFIELD HILLS, Mich., Dec. 29 /PRNewswire-FirstCall/ --
TriMas Corporation (NASDAQ:TRS) (the "Issuer") today announced, as
of 5:00 p.m., New York City time, on December 28, 2009 (the
"Consent Date"), it has received tenders and certain-related
consents discussed below from holders of $245,626,000 in aggregate
principal amount of its 9-7/8% Senior Subordinated Notes due 2012
(the "Notes"), representing approximately 95.75% of the outstanding
Notes. As a result of the receipt of the requisite consents, the
Issuer has entered into a supplemental indenture with the trustee
effecting the Proposed Amendments (as defined in the Offer to
Purchase and Consent Solicitation Statement dated December 14,
2009, and the related Consent and Letter of Transmittal, together,
the "Tender Offer Documents") to the indenture governing the Notes.
The Proposed Amendments eliminate substantially all of the
restrictive covenants and certain default provisions under the
indenture governing the Notes. In accordance with the terms of the
tender offer and consent solicitation, the Issuer is hereby
extending the Withdrawal Deadline (as defined in the Tender Offer
Documents) to 11:59 p.m., New York City time, on January 12, 2010.
As a result, any holder of Notes who validly tenders Notes after
the Consent Date may withdraw such tender through 11:59 p.m., New
York City time, on January 12, 2010 in accordance with the
procedures described in the Tender Offer Documents under the
caption "Withdrawal of tenders; Revocation of consents; Absence of
appraisal rights." Holders who tendered Notes on or prior to the
Consent Date may not withdraw such tender. Holders who did not
tender their Notes by the Consent Date may tender until 11:59 p.m.,
New York City time, on January 12, 2010, unless extended by the
Issuer at the tender price of US$970.25 for every US$1,000 of
principal amount of Notes, plus accrued and unpaid interest.
Holders who tender Notes after the Consent Date will not receive
the Consent Payment. Full details of the terms and conditions of
the tender offer are set forth in the Tender Offer Documents.
TriMas Corporation is simultaneously announcing that it is
irrevocably calling for redemption all Notes that remain
outstanding after the Consent Date at the redemption price of
US$1,016.46 for every US$1,000 of principal amount of Notes, plus
accrued and unpaid interest. TriMas Corporation has engaged Credit
Suisse Securities (USA) LLC to act as dealer manager in connection
with the tender offer and solicitation agent in connection with the
consent solicitation. Questions regarding the tender offer or
consent solicitation may be directed to Credit Suisse Securities
(USA) LLC at (212) 538-1862 (collect) or (800) 820-1653 (toll
free). MacKenzie Partners, Inc. is acting as the Information Agent
for the tender offer and consent solicitation. Requests for
documents related to the tender offer and consent solicitation may
be directed to (212) 929-5500 (collect) or (800) 322-2885 (toll
free). Beneficial owners also may contact their broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the tender offer and the consent solicitation. Neither
the Issuer, the dealer manager, nor any other person makes any
recommendation as to whether holders of Notes should tender their
Notes, and no one has been authorized to make such a
recommendation. Holders of Notes must make their own decisions as
to whether to tender their Notes, and if they decide to do so, the
principal amount of the Notes to tender. This announcement shall
not constitute an offer to purchase or a solicitation of an offer
to sell any securities. The tender offer and consent solicitation
are being made only through and subject to the terms and conditions
set forth in the Tender Offer Documents and related materials.
Holders of the Notes should read carefully the Tender Offer
Documents and related materials before any decision is made with
respect to the tender offer and consent solicitation. Cautionary
Notice Regarding Forward-looking Statements Any "forward-looking"
statements contained herein, including those relating to market
conditions or the Issuer's financial condition and results, expense
reductions, liquidity expectations, business goals and sales
growth, involve risks and uncertainties, including, but not limited
to, risks and uncertainties with respect to general economic and
currency conditions, various conditions specific to the Issuer's
business and industry, the Issuer's substantial leverage,
liabilities imposed by the Issuer's debt instruments, market
demand, competitive factors, the Issuer's ability to maintain
compliance with the listing requirements of NASDAQ, supply
constraints, material and energy costs, technology factors,
litigation, government and regulatory actions, the Issuer's
accounting policies, future trends, and other risks which are
detailed in the Issuer's Annual Report on Form 10-K for the fiscal
year ending December 31, 2008, and in the Issuer's Quarterly
Reports on Form 10-Q. These risks and uncertainties may cause
actual results to differ materially from those indicated by the
forward-looking statements. All forward-looking statements made
herein are based on information currently available, and the Issuer
assumes no obligation to update any forward-looking statements.
About TriMas Headquartered in Bloomfield Hills, Michigan, TriMas
Corporation (NASDAQ: TRS) provides engineered and applied products
for growing markets worldwide. TriMas Corporation is organized into
five strategic business segments: Packaging, Energy, Aerospace
& Defense, Engineered Components and Cequent. TriMas
Corporation has approximately 3,800 employees at 70 different
facilities in 11 countries. We can be found on the internet at
http://www.trimascorp.com/. CONTACT: Sherry Lauderback Vice
President, Investor Relations & Communications (248) 631-5506
DATASOURCE: TriMas Corporation CONTACT: Sherry Lauderback, Vice
President, Investor Relations & Communications,
+1-248-631-5506, Web Site: http://www.trimascorp.com/
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