EVANSVILLE, Ind., November 2, 2016 – Accuride Corporation (“Accuride” or the “Company”) (NYSE: ACW) – a leading supplier of components to the North American and European commercial vehicle industries – today announced that, in connection with its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding $310.0 million aggregate principal amount of 9.5% First Priority Senior Secured Notes due 2018 (the “Notes”) and consent solicitation to amend the indenture under which the Notes were issued (the “Consent Solicitation”), it had received, as of 5:00 p.m., New York City time, on November 1, 2016 (the “Early Tender Deadline”), as reported by Global Bondholder Services Corporation, valid tenders and consents from holders of $234,954,000 in aggregate principal amount of the Notes, which represents approximately 75.8% of the outstanding aggregate principal amount of the Notes (CUSIP No. 00439TAE7). Full details of the terms and conditions of the Tender Offer and Consent Solicitation are set forth in Accuride’s Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”), dated October 19, 2016.
The Tender Offer is scheduled to expire at 12:00 Midnight, New York City time, at the end of the day on November 16, 2016, unless such deadline is extended or earlier terminated by the Company in its sole discretion (such time and date, as the same may be extended, the “Expiration Time”). Withdrawal rights for the tender offer and consent solicitation expired at 5:00 p.m., New York City time, on November 1, 2016 (the “Withdrawal Deadline”). Tenders of Notes may not be withdrawn after the Withdrawal Deadline, unless required by applicable law.
The consents received from holders of Notes (the “Consents”) exceeded the amount needed to adopt the proposed amendments to the indenture dated July 29, 2010 governing the Notes (the “Indenture”). Accordingly, the Company executed a supplemental indenture to the Indenture (the “Supplemental Indenture”) that, among other things, eliminates substantially all of the restrictive covenants (other than, among other covenants, the covenant to pay interest and premium, if any, on and principal of, the Notes when due) and certain events of default applicable to the Notes (the “Proposed Amendments”). Pursuant to the terms of the Supplemental Indenture, the Proposed Amendments will become operative only upon the purchase by the Company of at least a majority in principal amount of the outstanding Notes on the Payment Date (as defined below) pursuant to the Tender Offer.
Under the terms of the Tender Offer, the total consideration for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline and accepted for purchase will be $1,006.25 (the “Total Consideration”). The Total Consideration for the Notes includes an early tender payment of $30.00 per $1,000 principal amount of the Notes (the “Early Tender Payment”), and is only payable to holders who tendered their Notes and delivered their Consents at or before the Early Tender Deadline. Holders who validly tender their Notes and deliver their Consents after the Early Tender Deadline and at or before the Expiration Time will receive the Total Consideration less the Early Tender Payment, or $976.25 per $1,000 principal amount of the Notes (the “Tender Offer Consideration”).
Payment of the Total Consideration or the Tender Offer Consideration, as applicable, for any Notes validly tendered and not validly withdrawn will be made promptly following the Expiration Time (the “Payment Date”). Accuride will also pay accrued and unpaid interest due on the Notes from the last interest payment date on the Notes to, but not including, the Payment Date.
Accuride’s obligation to accept for purchase and pay the Total Consideration or the Tender Offer Consideration, as applicable, for validly tendered Notes is conditioned upon the satisfaction of certain conditions, including (i) the consummation of the merger transaction between the Company, Armor Parent Corp., a Delaware corporation (“Parent”), and Armor Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to and in accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated September 2, 2016, by and among the Company, Parent and Merger Sub, pursuant to which Merger Sub will merge with and into Accuride and (ii) the issuance of indebtedness by the Company having an aggregate principal amount (including availability of revolving commitments) of not less than $300.0 million.
Accuride has retained RBC Capital Markets, LLC as the dealer manager and solicitation agent (the “Dealer Manager”) for the Tender Offer and Consent Solicitation. Accuride has retained Global Bondholder Services Corporation as information agent and tender agent (the “Information Agent”) for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer or Consent Solicitation should contact RBC Capital Markets, LLC at (877) 381-2099 (toll free) or (212) 618-7822 (collect). Requests for documents may be directed to Global Bondholder Services Corporation by phone at (866) 470-3900 (toll free) or (212) 430-3774, or in writing at 65 Broadway, Suite 404, New York, New York 10006. The Offer to Purchase also addresses certain U.S. federal income tax considerations. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.
None of Accuride, the Dealer Manager, the Information Agent, the trustee for the Notes or any of their respective affiliates makes any recommendation as to whether holders of Notes should tender Notes in response to the Tender Offer and deliver Consents in response to the Consent Solicitation, and no one has been authorized to make such recommendation. Each holder must make his, her or its own decision as to whether to tender Notes and deliver Consents and, if so, the principal amount of Notes to tender and Consents to deliver.
This press release is for informational purposes only and is not an offer to buy, a solicitation of an offer to sell the Notes or any other security or a solicitation of Consents with respect to any of the Notes. The Tender Offer and Consent Solicitation are being made solely by the Offer to Purchase. In any jurisdiction where the laws require the Tender Offer and Consent Solicitation to be made by a licensed broker or dealer, they will be deemed made on behalf of Accuride by RBC Capital Markets, LLC or by one or more registered brokers or dealers under the laws of such jurisdiction. The Tender Offer and Consent Solicitation are not being made directly or indirectly to any resident or person located in any jurisdiction in which the making and acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American and European commercial vehicle industries. The company’s products include commercial vehicle wheels and wheel-end components and assemblies. The company’s products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions™, Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information: www.AccurideCorp.com.
Certain statements contained in this document may be considered forward-looking statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed merger contemplated by the Merger Agreement (the “proposed merger transaction”) and the ability to consummate the proposed merger transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Accuride may be unable to obtain shareholder approval for the proposed merger transaction; (2) the conditions to the closing of the proposed merger transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed merger transaction may involve unexpected costs, liabilities or delays; (4) the business of Accuride may suffer as a result of uncertainty surrounding the proposed merger transaction; (5) the outcome of any legal proceedings related to the proposed merger transaction; (6) Accuride may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) risks that the proposed merger transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed merger transaction; (9) the failure by Parent or Merger Sub to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed merger transaction; and (10) other risks to consummation of the proposed merger transaction, including the risk that the proposed merger transaction will not be consummated within the expected time period or at all. If the proposed merger transaction is consummated, Accuride’s shareholders will cease to have any equity interest in Accuride and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including Accuride’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2015, the annual proxy statement for its 2016 Annual Meeting of Stockholders, the definitive proxy statement filed in connection with the proposed merger transaction and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by applicable law, Accuride undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Accuride does not intend, and assumes no obligation, to update any forward-looking statements. Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the annual proxy statement for its 2016 Annual Meeting of Stockholders, the definitive proxy statement filed in connection with the proposed merger transaction and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, are available on the SEC’s website at www.sec.gov.
In connection with the proposed merger transaction, on October 17, 2016, the Company filed with the SEC and sent to its stockholders a definitive proxy statement. INVESTORS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PARENT, MERGER SUB AND THE PROPOSED MERGER TRANSACTION. Investors may obtain a free copy of these materials and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov, at the Company’s website at www.accuridecorp.com or by sending a written request to the Company at 7140 Office Circle, Evansville, Indiana 47715, Attention: General Counsel and Corporate Secretary.
The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed merger transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed merger transaction, as well as any direct or indirect interests such persons may have in the proposed merger transaction, is set forth in the annual proxy statement for the Company’s 2016 Annual Meeting of Stockholders and the definitive proxy statement filed in connection with the proposed merger transaction.
Phone: (812) 962-5105
Timothy G. Weir, APR
Director of Public Affairs, Communications and Marketing
Phone: (812) 962-5128