Dura Announces Cash Tender and Consent Solicitation for Trident Automotive
27 May 1999
Dura Automotive Systems, Inc., Announces Cash Tender and Consent Solicitation for Trident Automotive plc Notes
MINNEAPOLIS, May 26 -- Dura Automotive Systems, Inc.
, today announced that its wholly owned subsidiary, Trident
Automotive plc ("Trident"), has commenced a cash tender offer and consent
solicitation relating to Trident's $75,000,000 outstanding principal amount of
10% Senior Subordinated Notes due December 15, 2005 (the "Notes").
The purchase price to be paid for each validly tendered Note will be based
upon a fixed spread of 75 basis points over the yield to maturity on the
5 7/8% U.S. Treasury Note due November 30, 2001, plus accrued and unpaid
interest on the Notes to, but not including, the date of payment, less a
consent payment equal to $25 per $1,000 principal amount of the Notes.
Trident expects that the purchase price for the Notes will be fixed on
June 21, 1999, when the yield on the reference Treasury Note will be
determined (or, if the tender offer is extended, the second business day prior
to the expiration date).
In conjunction with the tender offer, consents to certain proposed
amendments to the Indenture governing the Notes are being solicited. Among
other things, these amendments would eliminate substantially all of the
Indenture's restrictive covenants and would amend certain other provisions
contained in the Indenture. Adoption of the proposed amendments requires the
consent of the holders of at least a majority of the principal amount of the
outstanding Notes. Holders who tender their Notes will be required to consent
to the proposed amendments. The tender offer is conditioned upon, among other
things, the receipt of these consents.
Holders who tender their Notes prior to the consent deadline will receive
the purchase price referred to above, plus a consent payment of $25 per $1,000
principal amount of Notes. The consent deadline is 12:00 Midnight, New York
City time, on the first business day after the later of June 9, 1999 or the
date on which Trident receives tenders from the holders of at least a majority
of the principal amount of the outstanding Notes.
The tender offer will expire at 12:00 Midnight, New York City time, on
June 23, 1999, unless terminated or extended.
Banc of America Securities LLC is acting as the dealer manager for the
tender offer and the consent solicitation. The depositary for the tender
offer is The Chase Manhattan Bank. The tender offer and consent solicitation
are being made pursuant to an Offer to Purchase and Consent Solicitation dated
May 26, 1999 and related Consent and Letter of Transmittal, which more fully
set forth the terms of the tender offer and consent solicitation.
Additional information concerning the terms of the tender offer and
consent solicitation may be obtained from Banc of America Securities LLC,
Liability Management Group, at 888-292-0070. Copies of the Offer to Purchase
and Consent Solicitation Statement and related documents may be obtained from
Beacon Hill Partners, Inc., the information agent, at 800-755-5001.
Dura Automotive Systems, Inc., is the world's largest independent designer
and manufacturer of driver control systems and a leading global supplier of
door systems, window systems and engineered mechanical components for the
global automotive industry. The company is also a leading supplier of similar
products to the North American recreational vehicle, mass transit and heavy
truck market. The company's products include door modules, parking brake
systems, automotive cables, transmission shifter systems, encapsulated and
sliding windows, window regulators, hinges, latches, seating systems, engine
control products, underbody tire carriers, jacks, brake, clutch and
accelerator pedals and other mechanical assemblies. The company's products
are sold to every North American, European and Japanese original equipment
manufacturers, including Ford, General Motors, DaimlerChrysler, Volkswagen,
BMW, Toyota, Honda, Nissan, PSA (Peugeot and Citroen) and Renault. Dura's
operating headquarters is in Rochester Hills, Mich., and its corporate office
is in Minneapolis, Minn.
This press release contains forward-looking statements based on current
expectations that are covered under the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Actual results and events
related to the transaction may differ from those anticipated as a result of
risks and uncertainties that include, but are not limited to: (i) general
economic or business conditions affecting the automotive industry (which is
dependent on consumer spending), either nationally or regionally, being less
favorable than expected; (ii) expected synergies, economies of scale and cost
savings from recent acquisitions by Dura not being fully realized or realized
within the expected time frames; (iii) costs or operational difficulties
related to integrating the operations of recently acquired companies with
Dura's operations being greater than expected; (iv) the failure of Dura or
Trident to develop or successfully introduce new products; (v) increased
competition in the automotive components supply market; (vi) unforeseen
problems associated with international sales, including gains and losses from
foreign currency exchange; (vii) implementation of or changes in the laws,
regulations or policies governing the automotive industry that could
negatively affect the automotive components supply industry; (viii) changes in
general economic conditions in the United States and Europe; and the risks
described in Dura's filings with the Securities and Exchange Commission. Dura
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.