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Constellium begins consent bid for Wise notes related to merger plans
By Susanna Moon
Chicago, Oct. 10 – Constellium NV said it began consent solicitations for two series of notes related to the company’s merger plans with Wise Metals Holdings LLC.
The company is seeking consents to amend the change-of-control provisions under the following series of notes, according to a company press release:
• Wise Metals Group LLC and Wise Alloys Finance Corp.’s $650 million of 8¾% senior secured notes due 2018; and
• 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 solicitation will end at 5 p.m. ET on Oct. 17. Holders must be of record as of 5 p.m. ET on Oct. 9.
The cash consent payment will be $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 is seeking consents to change the definition of change of control so that the proposed merger would no longer constitute a change of control.
The proposed amendments becoming operative is not a condition to the completion of the transaction, the company said.
The consent solicitations are 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) is the solicitation agent. D.F. King & Co., Inc. (866 829-1035 or 212 269-5550 bankers and brokers) is 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.
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