April 17, 2012
/PRNewswire/ -- ACCO Brands Corporation (NYSE: ABD) ("ACCO Brands" or the "Company"), a world leader in branded office products, today announced its plan to conduct a private offering, subject to market and other conditions, of
in principal amount of senior notes due 2020 (the "Notes"). The Notes will be offered by Monaco SpinCo., Inc. ("SpinCo"), which is currently a subsidiary of MeadWestvaco Corporation ("MWV"), and certain selling securityholders. SpinCo will be the new holding company for MWV's Consumer and Office Products business, which, as previously announced, MWV intends to distribute to its shareholders in a tax free spin-off, following which SpinCo will merge with a wholly owned subsidiary of ACCO Brands, with SpinCo continuing as the surviving corporation (the "Merger"). At the effective time of the Merger, SpinCo will become a wholly owned subsidiary of ACCO Brands, which will unconditionally guarantee the Notes along with certain of its other subsidiaries. Following the Merger, SpinCo will merge with and into Mead Products LLC, a limited liability company of which ACCO Brands is the sole member, and as a result and upon completion of such second merger the Notes will become the obligation of Mead Products LLC, the surviving entity in that second merger, and ACCO Brands will become a co-issuer of the Notes. The exact terms and timing of the offering will depend upon market conditions and other factors.
in principal amount of Notes to be offered,
in principal amount are expected to be initially issued to MWV and subsequently exchanged by MWV in satisfaction of certain indebtedness of MWV held by the selling securityholders. SpinCo will not receive any cash proceeds from the sale of the notes by the selling securityholders.
The net proceeds from the sale of Notes received by SpinCo, together with a portion of the borrowings under ACCO Brands' senior secured credit facilities, will be used to acquire all of the Company's outstanding senior secured notes (of which approximately
in principal amount is outstanding) pursuant to a cash tender offer commenced on
April 16, 2012
, to redeem, subject to certain conditions, up to all of the Company's outstanding senior subordinated notes (of which approximately
in principal amount is outstanding), to pay premiums due for prepayment of the senior secured and senior subordinated notes, to pay fees and expenses in connection with the Merger and related financings, and for general corporate purposes.
The Notes will be offered in
the United States
only to qualified institutional buyers pursuant to the exemption from registration under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside
the United States
only to non-U.S. investors pursuant to Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act or any state securities laws and unless so registered, may not be offered or sold in
the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The press release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.