Hayes Lemmerz Announces Cash Tender Offer and Consent Solicitation for 10 1/2% Senior Notes Due 2010
09 May 2007 - 10:00PM
PR Newswire (US)
NORTHVILLE, Mich., May 9 /PRNewswire-FirstCall/ -- Hayes Lemmerz
International, Inc. (the "Company," Nasdaq: HAYZ) announced today
that on May 8, 2007, its indirect subsidiary, HLI Operating
Company, Inc. ("HLI"), commenced a cash tender offer to repurchase
all of its outstanding 10 1/2% Senior Notes Due 2010 (CUSIP No.
404216AB9) (the "Notes"), upon the terms and subject to the
conditions set forth in HLI's Offer to Purchase and Consent
Solicitation Statement dated May 8, 2007 (the "Offer to Purchase"),
and the related Letter of Transmittal and Consent for Tender Offer.
HLI is also soliciting consents to amend the indenture governing
the Notes. The proceeds of the Company's previously announced
$180.0 million equity rights offering (the "Rights Offering") will
be used by HLI to repurchase the Notes. Currently, the aggregate
principal amount of Notes outstanding is $157.0 million. The tender
offer and consent solicitation for the Notes are part of a
recapitalization of the Company and its subsidiaries that includes
the Rights Offering and a proposed new senior secured credit
facility in the aggregate principal amount of $495.0 million that
will be used, together with additional indebtedness of
approximately $150.0 million to be incurred by the Company, to
refinance debt under the Company's Amended and Restated Credit
Agreement dated as of April 11, 2005, and related documents (the
"Existing Credit Facility"), to pay related transaction costs,
fees, and expenses, to provide working capital, and for other
general corporate purposes. Holders who validly tender their Notes
and deliver their consents to the proposed amendments to the
indenture on or prior to 5:00 p.m., New York City time, on May 21,
2007, unless extended or earlier terminated, (the "Consent Date"),
will be eligible to receive the "Total Consideration" for the
Notes. The "Total Consideration" to be paid for each $1,000 of
principal amount of Notes validly tendered and accepted for
purchase, subject to the terms and conditions of the Offer to
Purchase, will be paid in cash and will be based on a fixed spread
pricing formula. HLI expects to determine the Total Consideration
on May 21, 2007 (unless extended), based upon a fixed spread of 50
basis points over the yield on the 3.625% U.S. Treasury Note due
June 30, 2007. The Total Consideration includes a consent payment
equal to $30.00 per $1,000 in principal amount of Notes (the
"Consent Payment"). Tendered Notes may not be withdrawn and
consents may not be revoked after the Consent Date. The tender
offer will expire at 11:59 p.m., New York City time, on Tuesday,
June 5, 2007, unless extended or earlier terminated by HLI. Holders
of Notes who tender their Notes after the Consent Date and on or
before the expiration date will receive the Tender Offer
Consideration, which is the Total Consideration minus the Consent
Payment. In each case, holders whose Notes are accepted for payment
in the tender offer will receive accrued and unpaid interest in
respect of such purchased Notes from the last interest payment date
to, but not including, the applicable payment date for Notes
purchased in the tender offer. Concurrently with the tender offer,
HLI is soliciting consents to amend the indenture governing the
Notes. The proposed amendments to the indenture governing the Notes
will, among other things, eliminate substantially all restrictive
covenants, certain related events of default and conditions on the
defeasance of the Notes, and certain limitations on the ability of
HLI and the Company to merge, consolidate, sell all or
substantially all of their assets, and enter into similar
transactions. In addition, the proposed amendments will permit
notice of redemption of the Notes and the intended redemption
thereof to occur on the same day. On or promptly after receipt of
the requisite consents, HLI and the trustee under the indenture
will execute an amendment to the indenture (the "Supplemental
Indenture"), the amended provisions of which will not become
operative until the date on which HLI purchases those Notes validly
tendered (and not validly withdrawn) on or prior to the Consent
Date. The tender offer and consent solicitation for the Notes is
conditioned on the satisfaction of certain conditions, including,
but not limited to: - the valid tender on or prior to the Consent
Date (without a valid withdrawal) of at least a majority of the
aggregate principal amount of Notes outstanding not owned by HLI or
any of its affiliates; - receipt by the Company upon completion of
the Rights Offering of net cash proceeds sufficient to fund (i) the
purchase of all Notes validly tendered (and not validly withdrawn)
in the tender offer, (ii) the payment of the fees and expenses
related to the Rights Offering, the tender offer, and the consent
solicitation, and (iii) the amendment or refinancing of the
Existing Credit Facility; and - the execution of the Supplemental
Indenture on or promptly following receipt of the requisite
consents. Deutsche Bank Securities Inc. is the dealer manager for
the tender offer and solicitation agent for the consent
solicitation. Questions regarding the tender offer and consent
solicitation should be directed to Patricia McGowan at (212)
250-7772 (collect). Requests for documentation may be directed to
Innisfree M&A Incorporated, the Information Agent, which may be
contacted at (212) 750-5833 (for banks and brokers only) or
toll-free (888) 750-5834 (for all others). This press release is
for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell the Notes. The offers to buy
the Notes only are being made pursuant to the tender offer and
consent solicitation documents, including the Offer to Purchase
that HLI is distributing to holders of Notes. The tender offer and
consent solicitation is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky, or other laws of such
jurisdiction. In any jurisdiction in which the tender offer or
consent solicitation is required to be made by a licensed broker or
dealer, it shall be deemed to be made by Deutsche Bank Securities
Inc. on behalf of Hayes Lemmerz International, Inc. Hayes Lemmerz
International, Inc. is a leading global supplier of automotive and
commercial highway wheels, brakes and powertrain components. The
Company has 30 facilities and approximately 8,500 employees
worldwide. Forward-looking Statements The information contained in
this press release contains forward-looking statements which are
subject to uncertainties that could cause actual future events and
results of the Company and HLI to differ materially from those
expressed in the forward-looking statements. These forward-looking
statements are based on estimates, projections, beliefs, and
assumptions that the Company and HLI believe are reasonable but are
not guarantees of future events and results. Actual future events
and results of the Company and HLI may differ materially from those
expressed in these forward-looking statements. There can be no
assurance that any forward-looking statements will be realized.
Factors that may cause actual results to differ materially from
those contemplated by such forward looking statements include,
among others, the risks described in the Company's and HLI's most
recent Annual Report on Form 10-K and the Company's and HLI's other
reports filed with the SEC. All such forward-looking statements
speak only as of the date hereof. Although the Company and HLI
believe the expectations reflected in the forward-looking
statements at the time they are made are reasonable, the Company
and HLI cannot guarantee future results, levels of activity,
performance, or achievements. Moreover, neither the Company, HLI,
nor any other person assumes responsibility for the accuracy and
completeness of any of these forward-looking statements. The
Company and HLI undertake no duty or obligation to publicly update
or revise the information contained in this press release, although
they may do so from time to time as they believe is warranted. Any
such updating may be made through the filing of other reports or
documents with the SEC, through press releases or through other
public disclosures. You are cautioned not to place undue reliance
on the estimates, projections and other forward-looking information
contained herein as they are based on current expectations and
general assumptions and are subject to various risks, uncertainties
and other factors, including those set forth in the filings of the
Company and HLI with the SEC at http://www.sec.gov/, many of which
are beyond the control of the Company and HLI, that may cause
actual results to differ materially from the views, beliefs and
estimates expressed herein. DATASOURCE: Hayes Lemmerz
International, Inc. CONTACT: Marika P. Diamond, Hayes Lemmerz
International, Inc., +1-734-737-5162 Web site:
http://www.hayes-lemmerz.com/
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