Alliance One International, Inc. Announces Early Results of Its Tender Offer and Consent Solicitation and Extension of Early Ten
June 23 2009 - 12:05PM
PR Newswire (US)
MORRISVILLE, N.C., June 23 /PRNewswire-FirstCall/ -- Alliance One
International, Inc. (NYSE:AOI) ("Alliance One" or the "Company")
today announced that, as of 5:00 p.m., New York City time, on June
22, 2009, the following principal amounts of notes have been
tendered and not validly withdrawn in connection with its
previously announced cash tender offer and consent solicitation, on
the terms and subject to the conditions set forth in the Company's
Offer to Purchase and Consent Solicitation Statement dated June 9,
2009, as amended or supplemented from time to time, (the "Offer to
Purchase"), for any and all of its outstanding (i) 11% senior notes
due 2012 (the "11% Notes"), (ii) 8-1/2% senior notes due 2012 (the
"8-1/2% Notes"), (iii) 12-3/4% senior subordinated notes due 2012
(the "12-3/4% Notes" and together with the 11% Notes and 8-1/2%
Notes, the "Alliance One Notes"), (iv) 9-5/8% senior notes due 2011
(the "9-5/8% Notes"), (v) 7-3/4% senior notes due 2013 (the "7-3/4%
Notes") and (vi) 8% senior notes due 2012 (the "8% Notes" and
together with the 9-5/8% Notes and the 7-3/4% Notes, and the
Alliance One Notes, the "Notes"). CUSIP No. Percentage of Principal
Principal Outstanding Title of Amount Amount Amount Security
Issuer(1) Outstanding Tendered Tendered 018772AA1 11% Senior Notes
due 2012 A $264,381,000 $257,969,000 97.57% 018772AB9 018772AJ2
8-1/2% Senior Notes due 2012 A $150,000,000 $115,085,000 76.72%
018772AF0 12-3/4% Senior Subordinated Notes due 2012 A $89,500,000
$82,105,000 91.74% 254394AE9 9-5/8% Senior Notes due 2011 D
$3,437,000 $3,415,000 99.36% 254394AJ8 7-3/4% Senior Notes due 2013
D $435,000 $375,000 86.21% 853258AF8 8% Senior Notes due 2012,
Series B S $6,285,000 $4,285,000 68.18% 1. The issuer of a series
of Notes designated with an "A" is Alliance One International, Inc.
In 2005, Standard Commercial Corporation ("Standard Commercial")
merged with and into DIMON Incorporated ("DIMON"), which changed
its name to Alliance One International, Inc. The issuer of a series
of Notes designated with a "D" was originally DIMON and the issuer
of a series of Notes designated with an "S" was originally Standard
Commercial. Holders of Alliance One Notes validly tendered and not
properly withdrawn in the tender offer, including noteholders who
tendered their Notes prior to today's announcement, have consented
to certain proposed amendments to the indentures governing each of
the Alliance One Notes to, among other things, eliminate
substantially all of the restrictive covenants, eliminate
requirements for subsidiary guarantees and requirements to conduct
repurchase offers following certain events, including a change in
control, modify redemption notice periods from 30 days to three
business days, eliminate or modify certain events of default and
certain conditions to defeasance of the Alliance One Notes, and
eliminate or modify related provisions contained in the indentures.
The Offer to Purchase more fully sets forth these proposed
amendments (the "Proposed Amendments"). The Company has entered
into supplemental indentures with the trustee under each of the
indentures governing the Alliance One Notes to effect the Proposed
Amendments. The Proposed Amendments with respect to any series of
the Alliance One Notes will become effective and operative upon the
Company's acceptance for payment of such Alliance One Notes
representing a majority in aggregate principal amount of such
Alliance One Notes outstanding and upon the Company's payment of
the consent fee. Alliance One also announced today that it has
extended the Early Tender Time (as defined in the Offer to
Purchase) from 5:00 p.m., New York City time, on June 22, 2009 to
5:00 p.m., New York City time on June 24, 2009 (as such date and
time may be further extended). Holders of Notes who tender and do
not validly withdraw their Notes prior to the Early Tender Time
will be eligible to receive the consent payment or early tender
payment of $30 per $1,000 principal amount of the Notes with
respect to the Notes accepted for purchase by Alliance One. Except
for the new terms announced today, all terms and conditions of the
tender offer remain unchanged. The Company has retained Credit
Suisse Securities (USA) LLC to serve as the dealer manager and
solicitation agent for the tender offer and the consent
solicitation. Questions regarding the tender offer and the consent
solicitation may be directed to 212-538-1862 (collect) or
800-820-1653. Requests for documents may be directed to Global
Bondholder Services Corporation, the information agent for the
tender offer, which can be contacted at 212-430-3774 (collect) or
at 866-488-1500 (toll-free). Neither Alliance One, nor any member
of its Board of Directors, nor the dealer manager nor the
information agent is making any recommendation to holders of the
Notes as to whether to tender or refrain from tendering their Notes
into the tender offer. Noteholders must decide whether they will
tender in the offer and, if so, how many Notes they will tender.
This press release is for informational purposes only and is not an
offer to purchase, a solicitation of an offer to sell or a
solicitation of consent with respect to the Notes or with respect
to any other securities. The tender offer and consent solicitation
is being made solely pursuant to the Offer to Purchase, which sets
forth the complete terms of the tender offer and consent
solicitation. Forward Looking Statements This press release
contains forward-looking statements. Actual results may differ
materially from those reflected in the forward-looking statements.
Additional information concerning factors that could cause actual
results to differ materially from those in the forward-looking
statements is contained under the heading of Risk Factors listed
from time to time in the Company's filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for
the fiscal year ended March 31, 2009, filed on June 8, 2009. About
Alliance One Alliance One is a leading independent leaf tobacco
merchant serving the world's large multinational cigarette
manufacturers. DATASOURCE: Alliance One International, Inc.
CONTACT: Joel Thomas, Vice President -- Treasurer, of Alliance One
International, Inc., +1-919-379-4300 Web Site:
http://www.aointl.com/
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