09.02.2017, 20:46
Aleris International, Inc. Announces Launch of Add-On Senior Secured Notes Offering
OREANDA-NEWS. Aleris International, Inc. (the "Company"), the direct wholly owned subsidiary of Aleris Corporation ("Aleris"), today announced that it intends to offer in a private offering an additional $200 million aggregate principal amount of 9.500% senior secured notes due 2021 (the "Notes"), subject to market and other conditions. The Notes will be issued under the same indenture as the 9.500% senior secured notes due 2021 issued by the Company on April 4, 2016 (the "Initial Notes"). The Notes together with the Initial Notes will be treated as a single series of debt securities for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company intends to use the proceeds from this offering for general corporate purposes, which may include working capital and/or capital expenditures.
The Notes will be guaranteed by Aleris and certain of the Company's subsidiaries. The Notes will be secured by a first-priority lien on substantially all of our and the guarantors' owned and material U.S. real property, equipment and intellectual property and stock of the Company and the guarantors (other than Aleris) and other subsidiaries (including 100% of the outstanding non-voting stock (if any) and 65% of the outstanding voting stock of certain "first tier" foreign subsidiaries and certain "first tier" foreign subsidiary holding companies), but subject to permitted liens and excluding (i) inventory, accounts receivable, deposit accounts and related assets, which assets secure the Company's $600.0 million asset backed revolving credit facility on a first-priority basis, (ii) the assets associated with the Company's Lewisport, Kentucky facility and (iii) certain other excluded assets. There can be no assurance that the private offering of the Notes will be completed.
The Notes will be offered in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"). The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act.
The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is for informational purposes only and is not an offer to sell nor the solicitation of an offer to purchase securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum.
The Notes will be guaranteed by Aleris and certain of the Company's subsidiaries. The Notes will be secured by a first-priority lien on substantially all of our and the guarantors' owned and material U.S. real property, equipment and intellectual property and stock of the Company and the guarantors (other than Aleris) and other subsidiaries (including 100% of the outstanding non-voting stock (if any) and 65% of the outstanding voting stock of certain "first tier" foreign subsidiaries and certain "first tier" foreign subsidiary holding companies), but subject to permitted liens and excluding (i) inventory, accounts receivable, deposit accounts and related assets, which assets secure the Company's $600.0 million asset backed revolving credit facility on a first-priority basis, (ii) the assets associated with the Company's Lewisport, Kentucky facility and (iii) certain other excluded assets. There can be no assurance that the private offering of the Notes will be completed.
The Notes will be offered in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"). The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act.
The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is for informational purposes only and is not an offer to sell nor the solicitation of an offer to purchase securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum.
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