General Cable Corporation (the "Company"), (NYSE:BGC), announced
today that it has commenced a tender offer for any and all of its 9.5%
Senior Notes, due 2010 (CUSIP No. 369300 AC 2) (the "Notes").
Approximately $285.0 million in aggregate principal amount of the
Notes are currently outstanding. In conjunction with the tender offer,
the Company is soliciting the consent of the holders of a majority in
aggregate principal amount of the outstanding Notes (the "Holders") to
eliminate substantially all of the restrictive covenants contained in
the indenture governing the Notes. The terms and conditions of the
tender offer and consent solicitation are set forth in an Offer to
Purchase and Consent Solicitation Statement (the "Offer to Purchase"),
dated March 6, 2007.
Subject to certain conditions precedent described in the Offer to
Purchase, Holders who validly tender Notes and deliver consents at or
prior to 5:00 p.m., New York City time, on March 15, 2007, unless such
time is extended (the "Consent Expiration"), will be entitled to
receive the Total Consideration (as described below), which includes a
consent payment of $30.00 per $1,000 principal amount of Notes (the
"Consent Payment"), which we expect will be paid on or about March 21,
2007. Holders who validly tender Notes after the Consent Expiration
but at or prior to 12:00 midnight, New York City time, on April 2,
2007, unless such time is extended (the "Expiration Time"), will be
entitled to receive the Tender Consideration, which is equal to the
Total Consideration less the Consent Payment. Tendered Notes and
related consents may be withdrawn prior to the Consent Expiration.
After the Consent Expiration, they may be withdrawn only under certain
limited circumstances.
The Total Consideration for each $1,000 principal amount of Notes
validly tendered and accepted for payment pursuant to the Offer will
be an amount equal to (i) the present value on the Payment Date of
$1,047.50 per $1,000 principal amount of Notes (the redemption price
payable for the Notes on November 15, 2007, the first date on which
the Notes are redeemable at a fixed redemption price) and all
scheduled interest payments on the Notes from the applicable payment
up to November 15, 2007, calculated based on the assumption that the
Notes will be redeemed in full on November 15, 2007, discounted on the
basis of a yield to November 15, 2007 equal to the sum of (a) the
yield to maturity on the 3.00% U.S. Treasury Notes due November 15,
2007, as calculated by the dealer manager in accordance with standard
market practice, on the second business day immediately preceding the
Consent Expiration, plus (b) 50 basis points, minus (ii) accrued and
unpaid interest to, but not including, the applicable payment date
being rounded to the nearest cent per $1,000 principal amount of the
Notes. The Tender Consideration is equal to the Total Consideration
minus the Consent Payment.
All Notes accepted for payment will also receive accrued and
unpaid interest up to, but excluding, the applicable payment date.
The Company intends to finance the tender offer with a portion of
the proceeds from a new debt financing (the "New Offering"). The
Company's obligation to accept for purchase and to pay the Total
Consideration or Tender Consideration, as applicable, for each of the
Notes validly tendered in the tender offer is subject to, and
conditioned upon, the satisfaction of or waiver of the following: (i)
the completion of the New Offering on terms and conditions
satisfactory to the Company, and receipt by the Company on or before
March 21, 2007, unless extended, of net proceeds from the New Offering
sufficient to purchase all Notes pursuant to the Offer; (ii) the
receipt of the requisite consents on or prior to the Consent
Expiration from the holders of at least a majority in aggregate
principal amount of the outstanding Notes and the execution of the
Supplemental Indenture by the Company, the Guarantors and the Trustee;
and (iii) certain other customary conditions.
This press release does not constitute an offer to buy or the
solicitation of an offer to sell any of the Notes, described above.
The tender offer is being made only pursuant to the Offer to Purchase
and related applicable Letter of Transmittal and Consent dated March
6, 2007. The Company has retained Goldman, Sachs & Co. to serve as the
exclusive Dealer Manager and Solicitation Agent for the tender offer
and D.F. King & Co., Inc. to serve as the Information Agent. Requests
for documents may be directed to D.F. King & Co., Inc. by telephone at
800-714-3313 (toll-free). Questions regarding the tender offer and
consent solicitation may be directed to Goldman, Sachs & Co. at
800-828-3182 (toll-free) or 212-357-0775.
With nearly $3.7 billion of revenue and 7,900 associates, General
Cable (NYSE:BGC) is a global leader in the development, design,
manufacture, marketing and distribution of copper, aluminum and fiber
optic wire and cable products for the energy, industrial, and
communications markets. Visit our website at www.generalcable.com.
Certain statements in this press release, including without
limitation, statements regarding future financial results and
performance, plans and objectives, capital expenditures and the
Company's or management's beliefs, expectations or opinions, are
forward-looking statements. Actual results may differ materially from
those statements as a result of factors, risks and uncertainties over
which the Company has no control. Such factors include the Company's
ability to maintain access to the capital markets to finance (on terms
favorable to the Company) the purchases of the notes tendered in the
offer, reliance on dividends and other transfers from subsidiaries to
repay indebtedness, ability to serve outstanding indebtedness, the
Company's failure to comply with covenants in existing and future
financing arrangements, covenants contained in existing indebtedness
that restrict the Company's business operations, downgrade in the
Company's credit ratings, ability to repurchase outstanding notes,
ability to pay the conversion price on convertible notes, the economic
strength and competitive nature of the geographic markets that the
Company serves; economic, political and other risks of maintaining
facilities and selling products in foreign countries; changes in
industry standards and regulatory requirements; advancing
technologies, such as fiber optic and wireless technologies;
volatility in the price of copper and other raw materials, as well as
fuel and energy and the Company's ability to reflect such volatility
in its selling prices; interruption of supplies from the Company's key
suppliers; the failure to negotiate extensions of the Company's labor
agreements on acceptable terms; the Company's ability to increase
manufacturing capacity and achieve productivity improvements; the
Company's dependence upon distributors and retailers for non-exclusive
sales of certain of the Company's products; pricing pressures in the
Company's end markets; the Company's ability to maintain the
uncommitted accounts payable or accounts receivable financing
arrangements in its European operations; the impact of any additional
charges in connection with plant closures and the Company's inventory
accounting practices; the impact of certain asbestos litigation,
unexpected judgments or settlements and environmental liabilities; the
ability to successfully identify, finance and integrate acquisitions;
the impact of terrorist attacks or acts of war which may affect the
markets in which the Company operates; the Company's ability to retain
key employees; the Company's ability to service debt requirements and
maintain adequate domestic and international credit facilities and
credit lines; the impact on the Company's operating results of its
pension accounting practices; the Company's ability to avoid
limitations on utilization of net losses for income tax purposes;
volatility in the market price of the Company's common stock all of
which are more fully discussed in the Company's Report on Form 10-K
filed with the Securities and Exchange Commission on March 1, 2007, as
well as any current and periodic reports filed with the Commission.
The Company undertakes no obligation to release publicly the result of
any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. The New Offering will not be
registered under the Securities Act of 1933, as amended, or any state
securities laws and as a result, such securities may not be offered or
resold absent registration or an applicable exemption from
registration under federal and applicable state securities laws.
