Platform Specialty Products Corp. Senior Notes Offering (2963E)
03 Novembre 2015 - 8:00AM
UK Regulatory
TIDMPAH TIDMALNT
RNS Number : 2963E
Platform Specialty Products Corp.
03 November 2015
Platform Specialty Products Corporation
Announces Launch of Its Senior Notes Offering
Platform Specialty Products Corporation (NYSE:PAH) ("Platform")
announced today that PSPC Escrow II Corp., a wholly-owned
subsidiary of Platform (the "Escrow Issuer"), intends to offer $400
million aggregate principal amount of senior notes due 2021
denominated in U.S. dollars (the "Notes") in a private offering,
subject to market and other customary conditions. The Notes are
being offered solely to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and to non-U.S. persons in accordance with
Regulation S under the Securities Act.
If the offering closes prior to the consummation of Platform's
previously-announced recommended offer to acquire all the issued
and to be issued shares of Alent plc (the "Alent Acquisition"), the
net proceeds from the offering (plus an additional amount of funds
from Platform necessary to provide for the special mandatory
redemption price of the Notes) will be deposited into an escrow
account until the date on which certain escrow conditions are
satisfied, including the closing of the Alent Acquisition. The
Alent Acquisition is expected to be consummated on December 1,
2015, subject to closing conditions customary for a transaction of
this type.
Platform intends to use the net proceeds from the offering to
finance a portion of the acquisition consideration and related fees
and expenses of the Alent Acquisition and pre-pay outstanding debt
of Alent plc under its existing credit facility. However, if the
closing of the Alent Acquisition does not occur on or before July
13, 2016, the indenture governing the Notes will require that such
amounts deposited in the escrow account be used to redeem all of
the Notes then outstanding at the special mandatory redemption
price. Upon consummation of the Alent Acquisition, Platform will
assume the obligations of the Escrow Issuer under the Notes and the
related indenture governing the Notes and certain of Platform's
existing domestic subsidiaries will guarantee the Notes.
If the closing of the Alent Acquisition has occurred at or prior
to the time of the consummation of the offering of the Notes,
Platform will issue the Notes directly, Platform will forego the
escrow procedures described above and the Notes will not include
special mandatory redemption provisions.
No assurance can be given that the offering will be completed,
or, if completed, as to the terms on which it is completed. The
Notes and related guarantees 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 absent
registration or an applicable exemption from such registration
requirements.
This press release does not constitute an offer to sell, or a
solicitation of an offer to purchase, any security and shall not
constitute an offer, solicitation or sale of any security in any
jurisdiction in which such offer or solicitation would be
unlawful.
IMPORTANT NOTICES
Further Information
This press release is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation, or the solicitation of an offer, to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities in any jurisdiction pursuant to the Alent Acquisition or
otherwise. The Alent Acquisition will be implemented solely
pursuant to the terms of a UK law governed scheme of arrangement,
the terms of which are set forth in the scheme document sent to
Alent shareholders on August 17, 2015, which contains the full
terms and conditions of the transaction and is available on
Platform's website at www.platformspecialtyproducts.com. Any action
taken by any person in respect of the Alent Acquisition by the
shareholders of Alent plc should be made only on the basis of the
information in the scheme document.
Forward-looking Statements
This press release contains forward-looking statements,
including, but not limited to, statements regarding the completion
and timing of the offering of the Notes, the satisfaction of the
escrow conditions, Platform's planned use of any proceeds from the
offering of the Notes and its ability to close the Alent
Acquisition or redeem all of the Notes pursuant to the related
indenture. Actual results could differ from those projected in any
forward-looking statements due to numerous factors. Such factors
include, among others, market and other general economic
conditions, Platform's and the initial purchasers' ability to
satisfy the conditions required to close the offering, Platform's
perception of future availability of equity or debt financing
needed to fund its growing business, Platform's ability to
identify, hire and retain executives and other employees with
sufficient expertise, Platform's assessment of its internal control
over financial reporting, the impact of commodities and currencies
and Platform's ability to manage its risk in these areas, future
capital expenditures, indebtedness, leverage, dividend policy, and
the risk factors set forth in the periodic reports and other
documents filed by Platform with the Securities and Exchange
Commission, including Platform's annual report on Form 10-K for the
fiscal year ended December 31, 2014 and quarterly report on Form
10-Q for the fiscal quarter ended June 30, 2015. These
forward-looking statements are made as of the date of this press
release and Platform assumes no obligation to update such
forward-looking statements or to update the reasons why actual
results could differ from those projected in such forward-looking
statements.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
CONTACT: Investor Relations Contact:
Carey Dorman
Associate Director - Corporate Development & IR
Platform Specialty Products Corporation
1-561-406-8465
Media Contacts:
Liz Cohen
Weber Shandwick
1-212-445-8044
Kelly Gawlik
Weber Shandwick
1-212-445-8368
This information is provided by RNS
The company news service from the London Stock Exchange
END
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