General Cable Corporation (the "Company"), (NYSE:BGC), announced
today the pricing terms of the previously announced tender offer and
consent solicitation for any and all of its outstanding 9.5% Senior
Notes due 2010 (the "Notes"), which commenced March 6, 2007.
The Company currently expects to accept for payment all of the
Notes validly tendered prior to the Consent Expiration (as defined
below), subject to the satisfaction of the conditions set forth in the
Offer to Purchase and Consent Solicitation Statement, dated March 6,
2007 (the "Offer to Purchase"), on March 21, 2007 (the "Early Payment
Date"). Accordingly, the total consideration for the Notes is being
determined assuming payment on the Early Payment Date. The total
consideration for each $1,000 principal amount of Notes validly
tendered and not revoked prior to 5:00 p.m., New York City time, on
March 15, 2007 (the "Consent Expiration") is $1,070.72, which includes
a consent payment of $30.00 (the "Consent Payment"). The total
consideration was determined by reference to a fixed spread of 50
basis points over the yield to maturity of the 3.000% U.S. Treasury
Notes due November 15, 2007, which was calculated based on the bid
side price at 2:00 p.m., New York City time, on March 13, 2007. The
reference yield and the tender offer yield are 5.030% and 5.530%,
respectively. Holders of Notes tendered prior to the Consent
Expiration will receive accrued and unpaid interest on the Notes, if
any, from the last interest payment date up to, but not including, the
Early Payment Date.
Holders validly tendering their Notes after the Consent
Expiration, but on or prior to 5:00 p.m., New York City time, on April
2, 2007, unless extended, will receive the tender offer consideration
of $1,039.56 per $1,000 principal amount of Notes tendered, but will
not receive the Consent Payment when such Notes are accepted for
payment by the Company. The Company currently expects to accept such
Notes for payment on April 3, 2007 (the "Final Payment Date"). Holders
of Notes tendered after the Consent Expiration will receive accrued
and unpaid interest on the notes, if any, from the last interest
payment date up to, but not including, the Final Payment Date.
The Company also announced that it has received consents from
holders representing in excess of a majority in aggregate principal
amount of outstanding Notes and that the consent condition related to
the pending tender offer has been satisfied. Following receipt of the
consents described above, the Company, certain of its subsidiaries and
U.S. Bank National Association, as trustee, executed a supplemental
indenture to the indenture governing the Notes providing for the
amendments to the indenture described in the Offer to Purchase and the
related Consent and Letter of Transmittal dated March 6, 2007
(collectively, the "Tender Offer Documents"). These amendments will
become operative on the date that the Company accepts for purchase the
Notes that are validly tendered in the tender offer which is expected
to be the Early Payment Date. As of 5:00 p.m., New York City time, on
March 15, 2007, approximately 98% of the outstanding principal amount
of the Notes have been validly tendered.
The tender offer is scheduled to expire at 12:00 p.m. midnight,
New York City time, on April 2, 2007, unless extended.
The obligation of the Company to accept for payment and purchase
the Notes in the tender offer, and pay for the related consents,
remains conditioned on, among other things, the completion of a new
offering of notes (the "New Offering"), as described in more detail in
the Tender Offer Documents.
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 pursuant to the Tender Offer Documents.
The Company 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 revenues and 7,900 employees, 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, and as a
result, such securities may not be offered or resold absent
registration or an applicable exemption.
