JLG Industries, Inc. Receives Required Consents in Connection With Consent Solicitations and Cash Tender Offers
22 Novembre 2006 - 3:15PM
Business Wire
JLG Industries, Inc. (NYSE:JLG) announced today that it had
received, as of 5:00 p.m., New York City time, on November 21,
2006, tenders and consents from holders of more than 97.5% of its
outstanding 8 1/4% Senior Notes due May 1, 2008 (the �2008 Notes�)
and more than 99.2% of its outstanding 8 3/8% Senior Subordinated
Notes due June 15, 2012 (the �2012 Notes� and, together with the
2008 Notes, the �Notes�) in connection with its cash tender offers
and consent solicitations for the Notes. The number of consents
received substantially exceeded the number needed to approve the
adoption of the proposed amendments to the indentures under which
the Notes were issued. The terms of the tender offers and consent
solicitations for the Notes are detailed in JLG�s Offer to Purchase
and Consent Solicitation Statement dated November 6, 2006 (the
�Offer to Purchase�). JLG is making the offers as required by the
Agreement and Plan of Merger, dated October 15, 2006 (the �Merger
Agreement�), by and among JLG, Oshkosh Truck Corporation
(�Oshkosh�) and Steel Acquisition Corp., a wholly-owned subsidiary
of Oshkosh. Based on the consents received, JLG is expected to
execute as soon as practicable supplemental indentures that will,
once operative, eliminate most of the restrictive covenants and
events of default in the indentures for the 2008 Notes and the 2012
Notes. The supplemental indentures will not become operative unless
and until Notes are accepted for purchase by JLG pursuant to the
tender offers. The tender offers will expire at midnight, New York
City time, on December 5, 2006 (the �Expiration Time�), unless
extended or earlier terminated by JLG. Completion of the offers and
consent solicitations is subject to the satisfaction of certain
conditions, including, but not limited to, with respect to each
series of Notes, receipt of valid tenders and consents from at
least a majority in principal amount of such series of outstanding
Notes not owned by JLG or any of its affiliates and the
consummation of the merger of Steel Acquisition Corp. with and into
JLG pursuant to the Merger Agreement. Consummation of the merger is
not conditioned upon completion of the offers or the consent
solicitations. The offers and consent solicitations may be amended,
extended or, under certain conditions, terminated. However,
pursuant to the Merger Agreement, JLG cannot waive any condition to
the offers without the prior written consent of Oshkosh. A more
comprehensive description of the offers and the consent
solicitations can be found in the Offer to Purchase. Holders who
validly tender Notes after 5:00 p.m., New York City time, on
November 21, 2006 but prior to the Expiration Time will not receive
the consent payment of $30 per $1,000 principal amount of Notes
tendered. Holders whose Notes are purchased pursuant to the offers
will receive any accrued but unpaid interest for the period up to,
but not including, the payment date for the Notes. The information
agent for the offers and consent solicitations is Innisfree M&A
Incorporated. The depositary for the offers is The Bank of New
York. The dealer managers for the offers and consent solicitation
agents for the consent solicitations are J.P. Morgan Securities
Inc. ((212) 270-3994, call collect) and Banc of America Securities
LLC ((704) 388-9217, call collect). The Offer to Purchase, letter
of transmittal and consent and related documents have been
distributed to noteholders. Noteholders with questions or who would
like additional copies of the offer documents may call the
information agent, Innisfree M&A Incorporated, toll-free at
(888) 750-5834. (Banks and brokers may call collect at (212)
750-5833.) About JLG JLG Industries, Inc. is the world�s leading
producer of access equipment (aerial work platforms and
telehandlers). JLG�s diverse product portfolio encompasses leading
brands such as JLG� aerial work platforms; JLG, SkyTrak�, Lull� and
Gradall� telehandlers; and an array of complementary accessories
that increase the versatility and efficiency of these products for
end users. JLG markets its products and services through a
multichannel approach that includes a highly trained sales force
and utilizes a broad range of marketing techniques, integrated
supply programs and a network of distributors in the industrial,
commercial, institutional and construction markets. In addition,
JLG offers world-class after-sales service and support for its
customers. JLG�s manufacturing facilities are located in the United
States, Belgium, and France, with sales and service operations on
six continents. This press release is for informational purposes
only and does not constitute an offer to buy or the solicitation of
an offer to sell JLG�s 8 1/4% senior notes due 2008 or its 8 3/8%
senior subordinated notes due 2012. The offers and the consent
solicitations are being made only pursuant to the offer to purchase
and consent solicitation statement, letter of transmittal and
consent and related materials that JLG has distributed to
noteholders. Noteholders and investors should read carefully the
offer to purchase and consent solicitation statement, letter of
transmittal and consent and related materials because they contain
important information, including the various terms of and
conditions to, the offers and the consent solicitations. None of
JLG, Oshkosh, the dealer managers, the information agent or the
depositary makes any recommendation in connection with the offers
or the consent solicitations. NOTE: Information contained on our
website is not incorporated by reference into this press release.
JLG Industries, Inc. (NYSE:JLG) announced today that it had
received, as of 5:00 p.m., New York City time, on November 21,
2006, tenders and consents from holders of more than 97.5% of its
outstanding 8 1/4% Senior Notes due May 1, 2008 (the "2008 Notes")
and more than 99.2% of its outstanding 8 3/8% Senior Subordinated
Notes due June 15, 2012 (the "2012 Notes" and, together with the
2008 Notes, the "Notes") in connection with its cash tender offers
and consent solicitations for the Notes. The number of consents
received substantially exceeded the number needed to approve the
adoption of the proposed amendments to the indentures under which
the Notes were issued. The terms of the tender offers and consent
solicitations for the Notes are detailed in JLG's Offer to Purchase
and Consent Solicitation Statement dated November 6, 2006 (the
"Offer to Purchase"). JLG is making the offers as required by the
Agreement and Plan of Merger, dated October 15, 2006 (the "Merger
Agreement"), by and among JLG, Oshkosh Truck Corporation
("Oshkosh") and Steel Acquisition Corp., a wholly-owned subsidiary
of Oshkosh. Based on the consents received, JLG is expected to
execute as soon as practicable supplemental indentures that will,
once operative, eliminate most of the restrictive covenants and
events of default in the indentures for the 2008 Notes and the 2012
Notes. The supplemental indentures will not become operative unless
and until Notes are accepted for purchase by JLG pursuant to the
tender offers. The tender offers will expire at midnight, New York
City time, on December 5, 2006 (the "Expiration Time"), unless
extended or earlier terminated by JLG. Completion of the offers and
consent solicitations is subject to the satisfaction of certain
conditions, including, but not limited to, with respect to each
series of Notes, receipt of valid tenders and consents from at
least a majority in principal amount of such series of outstanding
Notes not owned by JLG or any of its affiliates and the
consummation of the merger of Steel Acquisition Corp. with and into
JLG pursuant to the Merger Agreement. Consummation of the merger is
not conditioned upon completion of the offers or the consent
solicitations. The offers and consent solicitations may be amended,
extended or, under certain conditions, terminated. However,
pursuant to the Merger Agreement, JLG cannot waive any condition to
the offers without the prior written consent of Oshkosh. A more
comprehensive description of the offers and the consent
solicitations can be found in the Offer to Purchase. Holders who
validly tender Notes after 5:00 p.m., New York City time, on
November 21, 2006 but prior to the Expiration Time will not receive
the consent payment of $30 per $1,000 principal amount of Notes
tendered. Holders whose Notes are purchased pursuant to the offers
will receive any accrued but unpaid interest for the period up to,
but not including, the payment date for the Notes. The information
agent for the offers and consent solicitations is Innisfree M&A
Incorporated. The depositary for the offers is The Bank of New
York. The dealer managers for the offers and consent solicitation
agents for the consent solicitations are J.P. Morgan Securities
Inc. ((212) 270-3994, call collect) and Banc of America Securities
LLC ((704) 388-9217, call collect). The Offer to Purchase, letter
of transmittal and consent and related documents have been
distributed to noteholders. Noteholders with questions or who would
like additional copies of the offer documents may call the
information agent, Innisfree M&A Incorporated, toll-free at
(888) 750-5834. (Banks and brokers may call collect at (212)
750-5833.) About JLG JLG Industries, Inc. is the world's leading
producer of access equipment (aerial work platforms and
telehandlers). JLG's diverse product portfolio encompasses leading
brands such as JLG(R) aerial work platforms; JLG, SkyTrak(R),
Lull(R) and Gradall(R) telehandlers; and an array of complementary
accessories that increase the versatility and efficiency of these
products for end users. JLG markets its products and services
through a multichannel approach that includes a highly trained
sales force and utilizes a broad range of marketing techniques,
integrated supply programs and a network of distributors in the
industrial, commercial, institutional and construction markets. In
addition, JLG offers world-class after-sales service and support
for its customers. JLG's manufacturing facilities are located in
the United States, Belgium, and France, with sales and service
operations on six continents. This press release is for
informational purposes only and does not constitute an offer to buy
or the solicitation of an offer to sell JLG's 8 1/4% senior notes
due 2008 or its 8 3/8% senior subordinated notes due 2012. The
offers and the consent solicitations are being made only pursuant
to the offer to purchase and consent solicitation statement, letter
of transmittal and consent and related materials that JLG has
distributed to noteholders. Noteholders and investors should read
carefully the offer to purchase and consent solicitation statement,
letter of transmittal and consent and related materials because
they contain important information, including the various terms of
and conditions to, the offers and the consent solicitations. None
of JLG, Oshkosh, the dealer managers, the information agent or the
depositary makes any recommendation in connection with the offers
or the consent solicitations. NOTE: Information contained on our
website is not incorporated by reference into this press release.
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