LINCOLNSHIRE, Ill.,
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 $500 million
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.
Of the $500 million in principal
amount of Notes to be offered, $270
million 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
$425 million 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 $246 million 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.
About ACCO Brands Corporation
ACCO Brands Corporation is a world leader in branded office
products. Its industry-leading brands include Day-Timer®,
Swingline®, Kensington®, Quartet®, GBC®, Rexel, NOBO, Derwent,
Marbig and Wilson Jones®, among others. Under the GBC brand, the
company is also a leader in the professional print finishing
market.
Forward-Looking Statements
This press release contains certain statements which may
constitute "forward-looking statements" as that term is defined in
the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to certain risks
and uncertainties, are made as of the date hereof and the company
assumes no obligation to update them.
Forward-looking statements relating to the proposed merger
involving ACCO Brands and the Consumer & Office Products
business of MeadWestvaco Corporation include, but are not limited
to: statements about the benefits of the proposed merger, including
future financial and operating results; ACCO Brands' plans,
objectives, expectations and intentions; the expected timing of
completion of the merger; and other statements relating to the
merger that are not historical facts. With respect to the
proposed merger, important factors could cause actual results to
differ materially from those indicated by such forward-looking
statements, including, but not limited to: the risk that a
condition to closing of the merger may not be satisfied; the length
of time necessary to consummate the merger; the risk that the cost
savings and any other synergies from the transaction may not be
fully realized or may take longer to realize than expected and the
impact of additional indebtedness. These risks, as well as
other risks associated with the proposed merger, are more fully
discussed in the proxy statement/prospectus included in the
registration statement on Form S-4 that ACCO Brands filed with the
United States Securities and Exchange Commission ("SEC") on
March 22, 2012 in connection with the
proposed merger.
Additional Information
In connection with the proposed merger, the registration
statement has been declared effective by the SEC. This registration
statement includes a proxy statement/prospectus of ACCO Brands that
has been mailed to the shareholders of ACCO Brands. Shareholders
are urged to read the proxy statement/prospectus and any other
relevant documents, because they contain important information
about ACCO Brands and the proposed merger. The proxy
statement/prospectus and other documents relating to the proposed
merger can be obtained free of charge from the SEC's website at
www.sec.gov. The proxy statement/prospectus and other documents can
also be obtained free of charge from ACCO Brands upon written
request to ACCO Brands Corporation, Investor Relations, 300 Tower
Parkway, Lincolnshire, Illinois
60069, or by calling (847) 484-3020.
This communication is not a solicitation of a proxy from any
security holder of ACCO Brands. However, ACCO Brands and certain of
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from shareholders in
connection with the proposed merger under the rules of the
SEC. Information about the directors and executive officers
of ACCO Brands may be found in its 2011 Annual Report on Form 10-K,
as amended, filed with the SEC on February
23, 2012, and its definitive proxy statement relating to its
2012 Annual Meeting of Shareholders filed with the SEC on
March 30, 2012.
SOURCE ACCO Brands Corporation