ACCO Brands Corporation Launches Cash Tender Offer And Consent Solicitation For Its Outstanding Senior Secured Notes Due 2015
LINCOLNSHIRE, Ill., April 16, 2012 /PRNewswire/ -- ACCO Brands Corporation (NYSE:ABD), a world leader in branded office products, announced today that it has commenced a cash tender offer to purchase any and all of its outstanding $425.1 million aggregate principal amount of 10.625% senior secured notes due 2015 (CUSIP No. 00081TAD0) (the "Senior Notes"). In conjunction with the tender offer, ACCO Brands also is soliciting consents to proposed amendments to the indenture governing the Senior Notes. The tender offer and consent solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement dated April 16, 2012 and a related Consent and Letter of Transmittal. The tender offer will expire at 11:59 p.m., New York City time, on May 11, 2012, unless extended or earlier terminated by ACCO Brands in its sole discretion (the "Expiration Time").
The tender offer and consent solicitation are being conducted in connection with the pending acquisition by ACCO Brands of the Consumer and Office Products business of MeadWestvaco Corporation (the "Merger"). ACCO Brands recently announced that it had entered into a new $1,020 million senior secured credit facility on March 26, 2012 (the "New Credit Facility") pursuant to which it proposes to refinance a substantial portion of its currently outstanding indebtedness, including the Senior Notes.
Holders who validly tender their Senior Notes and provide their consents to the proposed amendments to the indenture governing the Senior Notes prior to the consent payment deadline of 5:00 p.m., New York City time, on April 24, 2012, unless extended or earlier terminated by ACCO Brands in its sole discretion (the "Consent Deadline"), will receive $1,090.45 per $1,000 principal amount of the Senior Notes (which amount includes a consent payment of $10.00 per $1,000 principal amount of the Senior Notes), plus any accrued and unpaid interest on the Senior Notes up to, but not including, the payment date for the Senior Notes. A holder cannot deliver consent without tendering its corresponding Senior Notes or tender its Senior Notes without delivering a corresponding consent. The primary purpose of the consent solicitation is to eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture governing the Senior Notes and to release all liens on the collateral securing the Senior Notes. Adoption of the proposed amendments could have adverse consequences upon non-tendering holders of the Senior Notes because Senior Notes that remain outstanding after consummation of the tender offer will not be entitled to the benefits of the restrictive covenants or the event-of-default and related provisions of the indenture.
Holders who validly tender their Senior Notes after the Consent Deadline, but on or prior to the Expiration Time, will receive $1,080.45 per $1,000 principal amount of the Senior Notes, plus any accrued and unpaid interest on the Senior Notes up to, but not including, the final payment date for the Senior Notes. Holders of Senior Notes tendered after the Consent Deadline will not receive a consent payment.Tendered Senior Notes may be withdrawn and the related consents may be revoked prior to the Consent Deadline, but not thereafter, and ACCO Brands may extend the Consent Deadline without reinstating or extending withdrawal rights unless required by applicable law. Following the Consent Deadline, and upon receipt of requisite consents, ACCO Brands will execute a supplemental indenture to effect the proposed amendments.
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