Viasystems Announces Pricing of $550 Million of Senior Secured Notes
April 24 2012 - 5:30PM
Business Wire
Viasystems Group, Inc. (NASDAQ: VIAS) (the “Company”) announced
today that its wholly owned subsidiary Viasystems, Inc. has priced
a private offering (the “Notes Offering”) of $550 million of its
7.875% Senior Secured Notes due 2019 (the “2019 Notes”) at an
offering price equal to 100% of par value. The Notes Offering is
expected to close on April 30, 2012.
The net proceeds of the Notes Offering will be used to fund the
previously announced acquisition of DDi Corp. (NASDAQ: DDIC), to
redeem all of Viasystems Inc.’s outstanding $220 million in
aggregate principal amount of 12.0% Senior Secured Notes due 2015
(the “2015 Notes”), and to pay transaction fees and expenses
related to the Notes Offering and the acquisition of DDi Corp. The
2019 Notes will initially be guaranteed on a senior secured basis
by certain of Viasystems, Inc.’s domestic subsidiaries.
The 2019 Notes will not be registered under the Securities Act
of 1933 (the “Securities Act”) or the securities laws of any other
jurisdiction. As a result, they may not be offered or sold in the
United States or to any U.S. persons absent registration or an
applicable exemption therefrom. Accordingly, the 2019 Notes will be
offered and sold only to “qualified institutional buyers” under
Rule 144A of the Securities Act or, outside the United States, to
persons other than “U.S. persons” in compliance with Regulation S
under the Securities Act. A confidential offering circular will be
made available to such eligible holders. The Notes Offering will be
conducted in accordance with the terms and subject to the
conditions set forth in the offering circular.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the 2019 Notes, nor shall there be
any sales of 2019 Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
This press release contains forward-looking statements as
defined by the federal securities laws, including without
limitation, statements about the completion of the Notes Offering
and the use of proceeds from the Notes Offering. These statements
are based upon the Company’s current expectations and assumptions,
which are inherently subject to various risks and uncertainties
that could cause actual results to differ from those anticipated,
projected, or implied. Certain factors that could cause actual
results to differ include adverse conditions in the capital
markets, risks related to the proposed acquisition of DDi Corp.,
the Company’s inability to secure financing on suitable terms or at
all, changes in federal or state securities laws and other factors
described in the Company’s filings with the Securities and Exchange
Commission. The Company assumes no obligation to update
forward-looking information contained in this press release.
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