Constellium gets needed consents for 8¾% notes related to merger plans

By Susanna Moon

Chicago, Oct. 20 – Constellium NV said it obtained the needed majority consents to amend Wise Metals Group LLC and Wise Alloys Finance Corp.’s $650 million of 8¾% senior secured notes due 2018.

The company failed to get the needed consents for Wise Metals Intermediate Holdings LLC and Wise Holdings Finance Corp.’s $150 million of 9¾%/10½% senior pay-in-kind toggle notes due 2019.

The consent solicitations for two series of notes related to the company’s merger plans with Wise Metals Holdings LLC ended at 5 p.m. ET on Oct. 17. The solicitation began on Oct. 10. Holders needed to be of record as of 5 p.m. ET on Oct. 9.

The company entered into a supplemental indenture to the indenture for the 8¾% notes, which will become operative immediately prior to the completion of the merger, according to a company press release

As previously announced, the company sought consents to amend the change-of-control provisions for the two series of notes.

The cash consent payment is $2.50 per $1,000 principal amount.

The merger constitutes a change of control under the notes and would require the issuer to make an offer to repurchase the notes at 101 plus accrued interest to the purchase date. The company sought consents to change the definition of change of control so that the proposed merger would no longer constitute a change of control.

The consent solicitations were conditioned on the company obtaining consents for a majority of the notes.

The proposed amendments will not become operative if the transaction is not completed by July 3, 2015 and will cease to be operative if Constellium fails to pay the consent fee promptly following the effective time of the transaction, the company noted.

Deutsche Bank Securities Inc. (855 287-1922 or 212 250-7527 collect) was the solicitation agent. D.F. King & Co., Inc. (866 829-1035 or 212 269-5550 bankers and brokers) was the information, tabulation and paying agent.

Constellium is a Netherlands-based developer of aluminum products. Wise is a Muscle Shoals, Ala.-based aluminum sheet producer.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.