Metaldyne Announces Extension of the Early Participation Deadline of Previously Announced Tender Offer
PLYMOUTH, Mich., Nov. 13 /PRNewswire/ -- Metaldyne Corporation todayannounced that it is extending the early participation deadline of itspreviously announced tender offer to purchase all of its outstanding 10%Senior Notes due 2013 ("2013 Bonds") and 11% Senior Subordinated Notes due2012 ("2012 Bonds"), until 12:00 Midnight, New York City time, on Friday,November 14, 2008. The early participation deadline was previously 12:00Midnight, New York City time, on Wednesday, November 12, 2008. The earlyparticipation deadline has been extended so that noteholders wishing toparticipate in the tender offer prior to the early participation deadline willhave additional time to complete the required paperwork.
Metaldyne is offering to pay $106.30 per $1,000 principal amount of 2012Bonds and $270.18 per $1,000 amount of 2013 Bonds for bonds tendered andaccepted for payment on or prior to the early participation deadline, which asextended is 12:00 Midnight, New York City time, on Friday, November 14, 2008,unless further extended. Metaldyne is offering to pay $101.30 per $1,000principal amount of 2012 Bonds and $265.18 per $1,000 principal amount of 2013Bonds for bonds tendered and accepted for payment after the earlyparticipation deadline but on or prior to the expiration date, which isNovember 26, 2008, unless extended. The combined outstanding aggregateprincipal amount of the 2012 Bonds and the 2013 Bonds is $392.2 million.Concurrently with the tender offer, Metaldyne is soliciting consents to amendthe relevant indentures to eliminate substantially all of the restrictivecovenants and certain events of default and release all collateral securingthe bonds. Adoption of the proposed amendments requires the consents ofholders of at least two-thirds of the outstanding principal amount of each ofthe 2012 Bonds and 2013 Bonds.
Concurrently with the tender offer, Metaldyne is also soliciting ballotsin favor of the pre-packaged plan of reorganization, which is an option thatMetaldyne and investors in Metaldyne would consider only if the tender offeris not completed. Specifically, the plan of reorganization proposes thatgeneral unsecured creditors, including suppliers to the debtors, would be paidin full and in cash in the ordinary course of business or as of the effectivedate of the plan.
The consummation of the tender offer is subject to the satisfaction orwaiver by Metaldyne of certain conditions, including that not less than 95% ofthe aggregate principal amount of the 2012 Bonds and the 2013 Bonds(considered collectively) are tendered. Further details regarding the tenderoffer and the related restructuring plan are available on Metaldyne's currentreport on the equivalent of Form 8-K dated October 29, 2008, which is postedon Metaldyne's website (www.metaldyne.com).
Media inquiries please contact Marge Sorge at (734) 578-6507. Inquiriesfrom bondholders may be directed to David Lawson at (734) 207-6578. Requestsfor tender offer documents may be directed to The BMC Group, Inc., theInformation and Voting Agent, at (310) 321-5541 or (888) 900-0100 (toll free).
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFERTO PURCHASE OR A SOLICITATION OF CONSENTS. THE TENDER OFFER FOR THE 2012 BONDSAND 2013 BONDS AND THE RELATED CONSENT SOLICITATION AND ACCEPTANCESOLICITATION ARE BEING MADE SOLELY PURSUANT TO AN OFFER TO PURCHASE AND ARELATED LETTER OF TRANSMITTAL.
About Metaldyne
Metaldyne is a wholly owned subsidiary of Asahi Tec, a Shizuoka,Japan-based chassis and powertrain component supplier in the passengercar/light truck and medium/heavy truck segments. Asahi Tec is listed on theTokyo Stock Exchange.
Metaldyne is a leading global designer and supplier of metal basedcomponents, assemblies and modules for transportation related powertrain andchassis applications including engine, transmission/transfer case, wheel endand suspension, axle and driveline, and noise and vibration control productsto the motor vehicle industry.
Headquartered in Plymouth, Mich., Metaldyne has annual revenues ofapproximately $1.8 billion. Metaldyne employs more than 5,200 employees at 33facilities in 14 countries. For more information go to www.metaldyne.com.
Forward Looking Statement
This press release contains statements that are not statements ofhistorical fact, but instead are forward-looking statements, as that term isdefined by the federal securities laws. We caution readers not to place unduereliance on these forward-looking statements, which reflect management'sexpectations, estimates and assumptions based on information available as ofthe date hereof. Important factors that could cause actual results to varymaterially from those expressed or implied by the forward-looking statementsare set forth in our Annual Report on the Equivalent of Form 10-K for thefiscal year ended March 31, 2008 and our subsequent Quarterly Reports, andinclude: our ability to successfully complete the tender offer, the consentsolicitation and the acceptance solicitation; our high degree of leverage;substantial restrictions in our credit facilities and other debt; decliningfinancial condition of our customers; risks associated with the condition ofour suppliers and subsequent availability of product; adequacy of ourliquidity to meet our obligations and grow our business; seasonal fluctuationsin our business and impact on working capital; our industry's cyclicality anddependence on general economic conditions; inability to achieve profitabilitygiven our high degree of leverage and resulting interest expense;affordability of raw materials and components; inability to quickly replaceany diminished or lost business due to the length of the sales process; risksrelated to termination for convenience provisions in certain of our customers'purchase orders and unanticipated cancellation of programs by our customers;risks associated with our parent company being controlled by a Japaneseprincipal stockholder and therefore being subject to the regulatoryenvironment for publicly traded Japanese companies; costs could potentiallyexceed estimates used in pricing our products; our employee benefitobligations may negatively impact future liquidity; risks related tointernational sales; inability to protect our intellectual property rights;environmental compliance obligations and liabilities; inability to meetobligations for any product liability and warranty claims; unanticipated laborstoppages at our facilities or those of our customers; and general economicconditions in the market sector in which we operate, including continuedvolume deterioration of our top three customers, changes in interest rates orforeign currency exchanges. We do not intend or assume any obligation toupdate any of these forward-looking statements.
SOURCE Metaldyne Corporation
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