International Wire Group, Inc. (the “Company”) (Pink Sheets: ITWG) announced today that it commenced a consent solicitation from holders of its outstanding 9.75% Senior Secured Notes due 2015 (the “Notes”) for amendments to the indenture for the Notes (the “Proposed Amendments”) that would permit the Company to complete the Proposed Financing (as defined below) and to make a one-time distribution to our stockholders and option holders in an amount of up to $10.00 a share or option, or approximately $109.5 million in the aggregate (the “Distribution”).
The Company expects to fund a portion of the Distribution (and related fees and expenses) with the proceeds from the sale of up to $110.0 million in principal amount of new indebtedness (the “Proposed Financing”) in the form of senior secured notes of the Company having terms substantially identical to the terms of the Notes (the “Additional Notes”). Adoption of the Proposed Amendments requires the consent of holders of not less than a majority of the outstanding aggregate principal amount of the Notes voting as a single class (the “Requisite Consents”). As of January 31, 2011, the aggregate outstanding principal amount of the Notes was $116.75 million. Wells Fargo Securities, LLC is acting as solicitation agent for the consent solicitation.
The consent solicitation expires at 5:00 p.m., New York City time, on Friday, April 1, 2011, unless extended (such date and time, as the same may be extended, the “Expiration Date”). Only holders of record of the Notes as of 5:00 p.m., New York City time, on Monday, February 18, 2011 are eligible to deliver consents to the Proposed Amendments in the consent solicitation.
The consent payment for the Notes is $30.00 in cash per $1,000 principal amount of Notes for which consents are validly delivered (and not revoked). Payment of the consent payment will be conditioned upon, among other things, the receipt of the Requisite Consents at or prior to the Expiration Date, the effectiveness of the Proposed Amendments, the effectiveness of an amendment of our Revolving Credit Facility to permit the Distribution, the closing of the Proposed Financing and certain other conditions set forth in the Consent Solicitation Statement, dated March 23, 2011 (the “Consent Solicitation Statement”). The consent payment will be paid no later than the third business day following the closing of the Proposed Financing.
Consents with respect to the Notes may not be revoked after the earlier of (a) the time at which the Requisite Consents are received by the Company and notice has been delivered to the Trustee or (b) the Expiration Date.
The consent solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement and the accompanying consent form and other related documents and materials (together, the “Consent Documents”).
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Additional Notes and does not set forth all the terms and conditions of the consent solicitation. Holders of the Notes should carefully read the Consent Documents for a complete description of all terms and conditions of the consent solicitation before any decision is made with respect to the consent solicitation. The Company does not make any recommendation as to whether any holder of the Notes should consent to the Proposed Amendments. Additional information concerning the terms and conditions of the consent solicitation, and the procedure for delivering consents, may be obtained from the solicitation agent, Wells Fargo Securities, LLC, at (866) 309-6316 (toll free). Copies of the Consent Documents may be obtained from the Information Agent, D.F. King & Co., Inc., at (800) 487-4870 (toll free).
The Company is not soliciting consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under any applicable state, federal or other securities laws.
The Additional Notes to be offered in the Proposed Financing have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. As a result, the Additional Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any other applicable law.
About International Wire Group, Inc.
International Wire Group, Inc. is a manufacturer and marketer of wire products, including bare, silver-plated, nickel-plated and tin-plated copper wire, for other wire suppliers, distributors and original equipment manufacturers. Its products include a broad spectrum of copper wire configurations and gauges with a variety of electrical and conductive characteristics and are utilized by a wide variety of customers primarily in the aerospace, appliance, automotive, electronics/data communications, industrial/energy and medical device industries. The Company manufactures and distributes its products currently at 18 facilities located in the United States, Belgium, France and Italy.
Forward-Looking Information is Subject to Risk and Uncertainty
Certain statements in this release may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “expects,” “may,” “will,” “would,” “should,” “seeks,” “pro forma,” “anticipates,” “intends,” “plans,” “estimates,” or the negative of any thereof or other variations thereof or comparable terminology, or by discussions of strategy or intentions. These statements are not guarantees of future actions or performance and involve risks, uncertainties and assumptions as to future events that may not prove to be accurate. Actual actions or results may differ materially from what is expressed or forecasted in these forward-looking statements as we may be unable to complete the Consent Solicitation, the Proposed Financing or the Distribution as contemplated by this release. As a result, these statements speak only as of the date they were made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many important factors could cause our results to differ materially from those expressed in these forward-looking statements. These factors include, but are not limited to, the willingness of holders of the Notes to consent to the Proposed Amendments, general market conditions, national or global events affecting the capital markets, unforeseen developments in our business or industry or changes in law or regulations governing our ability to complete any of the Consent Solicitation, Proposed Financing or Distribution, among other factors.
For additional information regarding the factors that may cause our actual results to differ from those expected by our forward-looking statements, see “Risk Factors” in the Company’s 2010 financial report. This report is accessible on the “Additional Financial Information” page on the Investor Relations portion of the Company’s website, available at http://www.internationalwiregroup.com/investor-relations/.
Glenn J. Holler, 314-238-1322
Senior Vice-President, Chief Financial Officer and Secretary
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