Published:
Claymont Steel Commences Tender Offer for its Outstanding 8.875% Senior Notes Due 2015
CLAYMONT, Del., July 2 /PRNewswire/ -- Claymont Steel, Inc. (the
"Company") today announced that it has commenced a cash tender offer for any
and all of its outstanding 8.875% Senior Notes due 2015 (the "Notes") upon the
terms and subject to the conditions set forth in the Company's Offer to
Purchase dated July 2, 2008 (the "Offer to Purchase") and the related Letter
of Transmittal.
The tender offer will expire at 12:00 midnight,New York City time, on
July 30, 2008, (as the same may be extended, the "Expiration Date"). Holders
who validly tender their Notes prior to 5:00 p.m.,New York City time, on July
16, 2008 (as the same may be extended, the "Early Tender Date") will be
eligible to receive the total consideration of $1,147.50 per $1,000 principal
amount of Notes tendered, which includes an early tender payment of $20 per
$1,000 principal amount of Notes tendered. Holders who validly tender their
Notes after the Early Tender Date but prior to the Expiration Date will be
eligible to receive the tender offer consideration of $1,127.50 per $1,000
principal amount of Notes tendered, which equals the total consideration less
the early tender payment. Holders will also be paid accrued interest on
tendered Notes up to, but not including, the applicable settlement date, as
set forth in the Offer to Purchase. The Company has the option to settle Notes
validly tendered prior to the Early Tender Date on an early settlement date,
as set forth in the Offer to Purchase.
Consummation of the tender offer is subject to the satisfaction or waiver
of certain conditions, including but not limited to a financing condition.
Consummation of the tender offer is not conditioned upon receipt of any
minimum principal amount of the Notes.
Prior to the initiation of the tender offer, the Company obtained consents
from holders of a majority in aggregate principal amount of the Notes
outstanding to certain amendments to the indenture pursuant to which the Notes
were issued. The amendments, which are set forth in a supplemental indenture
dated as of July 2, 8008, delete or modify substantially all of the
restrictive covenants, as well as certain events of default and related
provisions in the indenture. These changes to the indenture are applicable to
all holders of Notes, whether or not such holders have given their consent and
will become operative upon the early settlement date or, if the Company elects
to forego early settlement, on the final settlement date, as set forth in the
Offer to Purchase. The only consideration received by the majority holders of
the Notes for giving their consent was the agreement by the Company to
commence and consummate the tender offer, which is being made to all holders
of the Notes.
RBS Greenwich Capital is acting as dealer manager for the tender offer.
The information agent and depositary for the tender offer is D.F. King & Co.,
Inc. Requests for documentation should be directed to at D.F. King & Co., Inc.
at (800) 967-7921. Questions regarding the terms of the tender offer should be
directed to RBS Greenwich Capital at (203) 618-6145 or (877) 297-9832.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The Offer is being made only pursuant to the
Offer to Purchase and the related Letter of Transmittal.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Statements of future
goals and similar statements other than historical facts constitute forward-
looking statements. These forward-looking statements involve a number of risks
and uncertainties, which are described in Claymont Steel's filings with the
Securities and Exchange Commission. The actual results may differ materially
from any forward-looking statements due to such risks and uncertainties.
Claymont Steel undertakes no obligation to revise or update any forward-
looking statements in order to reflect events or circumstances that may arise
after the date of this release.
SOURCE Claymont Steel, Inc.
Copyright © 2008, PRNewswire
Copyright © 2008, NewsBlaze,
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Tags: ,MNG,TNM,ClaymontSteel-notes
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