EX-99.1
Published on November 26, 2010
Exhibit 99.1
News Release For Immediate Release |
Novelis Inc. Announces Tender Offers and Consent Solicitations
for 7.25% Senior Notes Due 2015 and 11.50% Senior Notes Due 2015
for 7.25% Senior Notes Due 2015 and 11.50% Senior Notes Due 2015
ATLANTA, Nov. 26, 2010 Novelis Inc. announced today that it has commenced cash tender
offers for any and all of its 7.25% Senior Notes due 2015 (the 7.25% Notes) and its 11.50% Senior
Notes due 2015 (the 11.50% Notes and together with the 7.25% Notes, the Notes).
Novelis also announced concurrent consent solicitations for proposed amendments to the indentures
under which the related Notes were issued. The tender offers and the consent solicitations are
being made on the terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement, dated November 26, 2010 (the Offer to Purchase), and the related
Letter of Transmittal and Consent (the Letter of Transmittal). Holders that tender their Notes in
a tender offer will be deemed to have consented to the proposed amendments to the applicable
indenture governing such Notes.
Information related to the Notes, the tender offers and consent solicitations is set forth in the
table below.
Outstanding | ||||||||||||||||||||
Principal | Consent | Tender Offer | Consent | Total | ||||||||||||||||
Security | CUSIP | Amount | Deadline | Consideration(1) | Payment(2) | Consideration(1)(3) | ||||||||||||||
7.25% Senior Notes Due 2015 |
67000XAB2 | $ | 1,124,159,000 | 5:00 p.m., New York City time, December 8, 2010 |
$ | 1,000.00 | $ | 30.00 | $ | 1,030.00 | ||||||||||
11.50% Senior Notes Due 2015 |
67000XAF3 67000XAA4 | $ | 185,000,000 | 5:00 p.m., New York City time, December 8, 2010 |
$ | 1,205.00 | $ | 30.00 | $ | 1,235.00 |
(1) | Per $1,000 principal amount of Notes excluding accrued and unpaid interest, which will be paid in addition to the Total Consideration or Purchase Price, as applicable. | |
(2) | Per $1,000 principal amount of Notes tendered prior to the Consent Deadline. | |
(3) | Includes Tender Offer Consideration and Consent Payment. |
Each tender offer will expire at 11:59 p.m., New York City time, on Tuesday, December 28,
2010, unless extended or earlier terminated by Novelis (such time and date, as the same may be
extended or earlier terminated, the Expiration Time). In order to be eligible to receive the
applicable Total Consideration (as described below) for tendered Notes, holders must validly tender
and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on Wednesday,
December 8, 2010, unless extended or earlier terminated by Novelis (such time and date, as the same
may be extended or earlier terminated, the Consent Deadline).
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The tender offers and consent solicitations are subject to the satisfaction or waiver of certain
conditions as described in the Offer to Purchase, including (1) the receipt of at least $4 billion
in gross proceeds from one or more offerings of senior notes and the entry into of new senior
secured credit facilities (a) to refinance the Notes and Novelis existing senior secured credit
facilities and (b) to fund a distribution to return capital to Novelis parent company, and (2) the
receipt by Novelis of the consents of holders holding at least a majority of the aggregate
principal amount outstanding of the applicable series of Notes, and the execution of the applicable
supplemental indenture giving effect to the proposed amendments to the indentures, in each case as
described in more detail in the Offer to Purchase. If any of the conditions are not satisfied,
Novelis may terminate the applicable tender offer and return tendered Notes, may waive unsatisfied
conditions and accept for payment and purchase all validly tendered Notes, may waive unsatisfied
conditions and accept for payment and purchase all validly tendered Notes that are not validly
withdrawn, may extend the applicable tender offer or may otherwise amend the applicable tender
offer.
The Total Consideration for each $1,000 principal amount of 7.25% Notes and each $1,000 principal
amount of 11.50% Notes validly tendered and not validly withdrawn and accepted for purchase
pursuant to the applicable tender offer will be an amount equal to $1,030.00 and $1,235.00,
respectively, payable in cash to holders that validly tender their Notes at or prior to the Consent
Deadline, plus accrued and unpaid interest.
The applicable Total Consideration set forth above includes a Consent Payment of $30.00 per $1,000
principal amount of 7.25% Notes and $30.00 per $1,000 principal amount of 11.50% Notes, as in each
case, payable only to holders that validly tender and do not validly withdraw their Notes and
validly deliver and do not validly revoke their consents at or prior to the Consent Deadline.
Holders of Notes validly tendered after the Consent Deadline will not receive a Consent Payment.
Notes validly tendered prior to the Consent Deadline may be validly withdrawn and the related
consents may be validly revoked at any time at or prior to the Consent Deadline. Notes validly
tendered prior to the Consent Deadline and the related consents may not be validly withdrawn or
validly revoked after the Consent Deadline.
The proposed amendments would amend each applicable indenture in order to eliminate or modify
substantially all restrictive covenants, certain events of default and other provisions contained
in each such indenture. Holders may not deliver consents to the proposed amendments without validly
tendering the related Notes in the applicable tender offer and may not revoke their consents
without withdrawing the previously tendered Notes to which they relate. In order for the proposed
amendments to be effective, holders of a majority in aggregate principal amount of each series of
Notes must consent to the proposed amendments.
If any Notes remain outstanding following completion of the tender offers, Novelis intends to
promptly redeem such Notes in accordance with the terms of the Notes and the indentures governing
the Notes.
The complete terms and conditions of each tender offer are set forth in the Offer to Purchase and
the Letter of Transmittal that are being sent to holders of the Notes. Holders are urged to read
the Offer to Purchase and the Letter of Transmittal carefully when they become available.
Novelis
has engaged Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, RBS Securities, Inc. and UBS Securities LLC to act as Dealer Managers and as Solicitation Agents for the tender offers and
the consent solicitations.
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Persons with questions regarding the tender offers or the consent
solicitations should contact Citigroup Global Markets Inc. toll-free at (800) 558-3745 or collect
(212) 723-6106. Requests for documents should be directed to Global Bondholder Services
Corporation, the Information Agent and Depositary for the tender offers and consent solicitations,
at (212) 430-3774 (for banks and brokers) or (866) 387-1500 (for noteholders).
This press release is for informational purposes only and is not an offer to purchase, a
solicitation of an offer to purchase or a solicitation of a consent with respect to any of the
Notes. The tender offers and consent solicitations are being made pursuant to the tender offer and
consent solicitation documents, including the Offer to Purchase that Novelis is distributing to
holders of the Notes. The tender offers and consent solicitations are not being made to holders of
Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with
the securities or other laws of such jurisdiction. None of Novelis, the Dealer Managers and
Solicitation Agents, the Information Agent and Depositary or their respective affiliates is making
any recommendation as to whether or not holders should tender all or any portion of their Notes in
the tender offer or deliver their consent to the proposed amendments.
About Novelis
Novelis Inc. is the global leader in aluminum rolled products and beverage can recycling. The
company operates in 11 countries, has approximately 11,600 employees and reported revenue of $8.7
billion in fiscal year 2010. Novelis supplies premium aluminum sheet and foil products throughout
North America, Europe, Asia and South America. Novelis is a subsidiary of Hindalco Industries
Limited (BSE: HINDALCO), one of Asias largest integrated producers of aluminum and a leading
copper producer. Hindalco is a flagship company of the Aditya Birla Group, a multinational
conglomerate based in Mumbai, India. For more information, visit www.novelis.com.
Forward-Looking Statements
Statements made in this news release which describe Novelis intentions, expectations or
predictions may be forward-looking statements within the meaning of securities laws. An example of
a forward-looking statement in this news release include our statements related to our intention to
redeem any Notes not tendered in the tender offers. There are no requirements in the indentures for
the Notes or otherwise to redeem the Notes, and unless redeemed, such Notes will continue to remain
outstanding. Novelis cautions that, by their nature, forward-looking statements involve risk and
uncertainty. Novelis does not intend, and disclaims any obligation, to update any forward-looking
statements, whether as a result of new information, future events or otherwise. Important risk
factors which could impact Novelis are included under the caption Risk Factors in Novelis Annual
Report on Form 10-K for the year ended March 31, 2010, as filed with the SEC, and are specifically
incorporated by reference into this news release.
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Media Contact
|
Investor Contact | |
Charles Belbin
|
Isabel Janci | |
+1 404 760 4120
|
+1 404 760 4164 | |
charles.belbin@novelis.com
|
isabel.janci@novelis.com |
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