Aetna Industries, Inc. Announces Cash Tender Offer And Consent Solicitation
30 July 1999
Aetna Industries, Inc. Announces Cash Tender Offer And Consent Solicitation For Its 11 7/8% Senior Notes Due 2006, Series B
CENTERLINE, Mich., July 29 -- Aetna Industries, Inc.
("Aetna") today announced that it has commenced a cash tender offer and
consent solicitation relating to its $85.0 million outstanding principal
amount of 11 7/8% Senior Notes due 2006, Series B (the "Notes").
The purchase price to be paid for each validly tendered Note will be based
upon a fixed spread of 50 basis points over the yield to maturity on the
6 1/4% U.S. Treasury Note due October 1, 2001, plus accrued and unpaid
interest on the Notes to, but not including, the date of payment, less a
consent payment equal to $30 per $1,000 principal amount of the Notes. Aetna
expects that the purchase price for the Notes will be fixed on August 20,
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. Adoption of the proposed amendments
requires the consent of holders of at least a majority of the outstanding
Notes. Holders who tender their Notes will be required to consent to the
proposed amendments.
Aetna will finance the purchase price and the consent payments with the
proceeds of a new credit facility and a new offering of notes by Aetna's
parent, Trianon Industries Corp ("Trianon"). The tender offer is conditioned
upon, among other things, the receipt of the consents and Trianon's completion
of the new offering of notes.
Holders who tender their Notes prior to the consent deadline will receive
the purchase price referred to above, plus a consent payment of $30 per $1,000
principal amount of Notes. The consent deadline is 5:00 p.m., New York City
time on August 10, 1999.
The tender offer will expire at midnight, New York City time, on August
24, 1999, unless terminated or extended.
Banc One Capital Markets, Inc., is acting as the dealer manager for the
tender offer and the consent solicitation. The depositary for the tender
offer is Norwest Bank Minnesota National Association.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell the Notes. The tender offer and consent solicitation are
made pursuant to an Offer to Purchase and Consent Solicitation Statement dated
July 28, 1999 and the related Consent and Letter of Transmittal, which more
fully set forth the terms of the tender offer and consent solicitation.
Additional information concerning the tender offer and consent
solicitation may be obtained from Banc One Capital Markets, Inc., High Yield
Capital Markets, at 800-336-3533. Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from MacKenzie
Partners, Inc., the information agent, at 800-322-2885.
Statements in this press release which are not historical facts or
information may be forward-looking statements based on current expectations
that are covered under the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risks
and uncertainties that could cause the outcome to be materially different from
expectations. Certain of these risks and uncertainties are set forth in
Aetna's 1998 annual report on Form 10-K, its quarterly report on form 10-Q and
subsequent filings filed with the Securities and Exchange Commission.