Boart Longyear Limited (ASX: BLY), the world’s leading supplier
of drilling services, drilling equipment and performance tooling
for mining and drilling companies, today announced that its
indirect, wholly-owned subsidiary, Boart Longyear Management Pty
Limited (the "Company"), is commencing a tender offer to purchase
up to $105.0 million aggregate principal amount of its outstanding
$300 million aggregate principal amount of 10.00% Senior Secured
Notes due 2018 (the "Notes") through a cash tender offer (the
"Tender Offer"), to be funded with the proceeds from a new term
loan entered into with affiliates of Centerbridge Partners, L.P.,
which was also announced today by the Company, and cash on
hand.
The Tender Offer will expire at 11:59 p.m., New York City time,
on November 19, 2014, unless the Tender Offer is extended or
earlier terminated (the "expiration date"). Under the terms of the
Tender Offer, holders of the Notes who validly tender and do not
validly withdraw their Notes prior to 5:00 p.m., New York City
time, on November 4, 2014 (as such time and date may be extended,
the "early tender time") and whose notes are accepted for purchase,
will receive the "total consideration" of $1,080.00 per $1,000.00
in principal amount of the Notes validly tendered, which consists
of (i) $1,050.00 per $1,000.00 in principal amount of the Notes
validly tendered (the "tender consideration") plus (ii) $30.00 per
$1,000.00 in principal amount of the Notes validly tendered (the
"early tender premium"). Holders of the Notes who validly tender
their Notes after the early tender time but on or before the
expiration date, and whose notes are accepted for purchase, will
receive only the tender consideration.
Title of Security
CUSIP Numberand
ISINNumber
PrincipalAmountOutstanding
MaximumTenderAmount
Tender OfferConsideration
(1)
EarlyTenderPremium
(1)
TotalConsideration
(1)(2)
10.00% SeniorSecured Notesdue 2018
09664PAC6 andUSQ16465AC27
$300,000,000 $105,000,000 $1,050.00 $30.00 $1,080.00
(1)
Per $1,000.00 principal amount of Notes
validly tendered and accepted for purchase. Excludes accrued and
unpaid interest up to, but not including, the applicable Settlement
Date.
(2)
Inclusive of early tender premium
Tendered Notes may be withdrawn from the Tender Offer at or
prior to, but not after, 5:00 p.m., New York City time, on November
4, 2014 (as such time and date may be extended, the “withdrawal
deadline”). The Company reserves the right but is under no
obligation, at any point following the early tender time and before
the expiration date, to accept for purchase any Notes validly
tendered and not subsequently validly withdrawn at or prior to the
early tender time (the “early settlement date”). The early
settlement date will be determined at the Company’s option and is
currently expected to occur on the first business day following the
early tender time, subject to all conditions to the Tender Offer
having been satisfied or waived by the Company. In addition,
holders whose Notes are purchased in the Tender Offer will also be
paid accrued and unpaid interest from the most recent interest
payment date on the Notes to, but not including, the applicable
settlement date.
Only up to $105.0 million aggregate principal amount of the
Notes will be purchased by the Company. If the purchase of all
validly tendered Notes would cause the Company to purchase a
principal amount greater than $105.0 million aggregate principal
amount, then the Tender Offer will be oversubscribed and, if the
Company accepts Notes in the Tender Offer, it will accept for
purchase tendered Notes only on a prorated basis, with the
aggregate principal amount of each Holder’s validly tendered Notes
accepted for purchase determined by multiplying each Holder’s
tender by the applicable proration factor, and rounding the product
to the nearest $1,000.00 to avoid (a) purchases of Notes in
principal amounts other than integral multiples of $1,000.00 and
(b) any remaining Note having a principal amount of less than
$2,000.00. Notes not purchased due to proration will be promptly
returned or credited to the Holder’s account. If, as a result of
proration, the principal amount of Notes returned or credited to a
Holder is less than the minimum denomination set forth in this
paragraph, we will purchase all of such Holder’s validly tendered
Notes. So long as the other terms and conditions described in the
Company's offer to purchase are satisfied and subject to the $105.0
million maximum tender amount, the Company intends to accept for
payment all Notes validly tendered at or prior to the early tender
time, and will only prorate such Notes if the aggregate principal
amount of Notes validly tendered and not withdrawn at or prior to
the early tender time exceeds $105.0 million. If the Tender Offer
is not oversubscribed as of the early tender time, holders who
validly tender Notes after the early tender time may be subject to
proration, whereas holders who validly tender Notes at or prior to
the early tender time will not be subject to proration.
Furthermore, if the Tender Offer is fully subscribed as of the
early tender time, holders who validly tender Notes after the early
tender time will not have any of their Notes accepted for payment.
The final settlement date is currently expected to occur on the
first business day following the expiration date, subject to all
conditions to the Tender Offer having been satisfied or waived by
the Company.
The Tender Offer is contingent upon the satisfaction or waiver
by the Company of certain conditions, including the condition that
the Company has borrowed funds in an amount sufficient to accept
for purchase the aggregate principal amount of Notes validly
tendered.
If any of the conditions are not satisfied, the Company is not
obligated to accept for payment, purchase or pay for, and may delay
the acceptance for payment of, any tendered Notes and may even
terminate the Tender Offer. Full details of the terms and
conditions of the Tender Offer are included in the Company's offer
to purchase, dated October 22, 2014.
This press release does not constitute a notice of redemption
under the optional redemption provisions of the indenture governing
the Notes, nor does it constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer solicitation, or sale would be unlawful.
Requests for documents relating to the Tender Offer may be
directed to D.F. King & Co., Inc., the Information Agent, at
(866) 406-2285 (toll-free) or (212) 269-5550. Goldman, Sachs &
Co. will act as Lead-Dealer Manager for the Tender Offer and Moelis
& Company LLC will act as Co-Dealer Manager. Questions
regarding the Tender Offer may be directed to either Goldman, Sachs
& Co. at (800) 828-3182 (toll-free) and (212) 902-6941
(collect) or Moelis & Company LLC at (212) 883-3800.
Forward Looking Statements
This announcement contains certain “forward-looking statements.”
The words “anticipate,” “believe,” “expect,” “project,” “forecast,”
“estimate,” “likely,” “intend,” “should,” “could,” “may,” “target,”
“plan” and other similar expressions are intended to identify
forward-looking statements. Indications of, and guidance on, future
earnings and financial position and performance are also
forward-looking statements. Due care and attention has been used in
the preparation of forecast information. Such forward-looking
statements are not guarantees of future performance and involve
known and unknown risks, uncertainties and other factors, many of
which are beyond the Company’s control and may cause actual results
to differ materially from those expressed or implied in such
statements. There can be no assurance that actual outcomes will not
differ materially from these statements.
About Boart Longyear
Approaching its 125th year anniversary in 2015, Boart
Longyear is the world’s leading provider of drilling services,
drilling equipment, and performance tooling for mining and drilling
companies globally. It also has a substantial presence in
aftermarket parts and service, energy, mine de-watering, oil sands
exploration, and production drilling.
The Global Drilling Services division operates in over 40
countries for a diverse mining customer base spanning a wide range
of commodities, including copper, gold, nickel, zinc, uranium, and
other metals and minerals. The Global Products division designs,
manufactures and sells drilling equipment, performance tooling, and
aftermarket parts and services to customers in over 100
countries.
Boart Longyear is headquartered in Salt Lake City, Utah, USA,
and listed on the Australian Securities Exchange in Sydney,
Australia. More information about Boart Longyear can be found at
www.boartlongyear.com. To get Boart Longyear news direct, visit
http://www.boartlongyear.com/rssfeed.
Investor Relations:Boart Longyear LimitedJay
ClementAustralia: +61 (0) 8 8375 8300USA +1 801 401 3712Vice
President, Investor
Relations/Treasuryir@boartlongyear.comorMedia:Cato
CounselDavid SymonsSydney: +61 (0) 2 8306 4244Mobile: +61 (0) 410
559 184david@catocounsel.com.au
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