Interpool, Inc. Commences Tender Offer and Consent Solicitation for Its Outstanding 6.0% Notes Due 2014
13 6์ 2007 - 8:09PM
Business Wire
Interpool, Inc. (NYSE: IPX) announced today that it has commenced a
tender offer for all of the $230 million principal amount of its
outstanding 6.0% Senior Notes due 2014 (the ๏ฟฝNotes๏ฟฝ), CUSIP Number
46062R AP 3. In connection with the tender offer, consents are
being solicited from noteholders to make certain proposed
amendments to the indenture governing the Notes. Upon the terms and
subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated June 13, 2007 (the ๏ฟฝTender
Offer Documents๏ฟฝ), Interpool is offering to purchase all of the
outstanding Notes at a price of $1,015.00 per $1,000 principal
amount of the Notes (the ๏ฟฝTotal Consideration๏ฟฝ). The Total
Consideration includes $20.00 per $1,000 principal amount of Notes
(the ๏ฟฝConsent Payment๏ฟฝ) payable only in respect of Notes validly
tendered with consents on or prior to the Consent Date (as defined
below). The Total Consideration less the Consent Payment is
referred to as the ๏ฟฝTender Offer Consideration.๏ฟฝ In addition,
holders who validly tender and do not validly withdraw their Notes
in the tender offer will receive accrued and unpaid interest from
the last interest payment date up to, but not including, the date
of payment for the Notes, if the Notes are accepted for purchase
pursuant to the tender offer. The tender offer is scheduled to
expire at 8:00 a.m., New York City time, on July 19, 2007, unless
extended (the ๏ฟฝExpiration Date๏ฟฝ). Holders who tender their Notes
after 5:00 p.m., New York City time, on June 26, 2007, unless
extended (the ๏ฟฝConsent Date๏ฟฝ), will not be eligible to receive the
Consent Payment. Any holder validly tendering Notes after the
Consent Date will, if such Notes are accepted for purchase pursuant
to the tender offer, receive the Tender Offer Consideration, plus
accrued but unpaid interest to, but not including, the date of
payment for the Notes so tendered. The proposed amendments to the
indenture governing the Notes would, among other things, eliminate
substantially all of the restrictive covenants, certain events of
default and certain other provisions contained in the indenture.
Completion of the tender offer is subject to the satisfaction of
certain conditions, including, but not limited to, receipt of valid
tenders and consents from a majority in principal amount of
outstanding Notes, receipt by Interpool of the funds necessary to
make all payments required to complete the tender offer, including
interest and other costs and expenses related to the tender offer,
and the satisfaction or waiver of all conditions precedent to the
consummation of the merger of Interpool and Chariot Acquisition
Sub, Inc. (๏ฟฝChariot๏ฟฝ), an indirect wholly owned subsidiary of funds
managed by affiliates of Fortress Investment Group LLC (the
๏ฟฝMerger๏ฟฝ), and the expectation that the Merger will be consummated
immediately following the Expiration Date. Consummation of the
tender offer is not a condition to the Merger, and Chariot expects
that its ability to finance the transactions contemplated by the
Merger and pay related transaction fees and expenses will not be
impaired if the tender offer is not consummated. The exclusive
dealer manager and solicitation agent for the tender offer is Bear,
Stearns & Co. Inc (๏ฟฝBear Stearns๏ฟฝ). Questions regarding the
tender offer may directed to Bear Stearns at (877) 696-BEAR (toll
free) or (212)๏ฟฝ272-5112 (collect). The tender agent for the tender
offer is D.F. King & Co., Inc. Requests for Tender Offer
Documents may be directed to D.F. King & Co., Inc., as
information agent for the tender offer, at 48 Wall Street, 22nd
Floor, New York, New York 10005. The information agent may be
contacted at (212) 269-5550 (for banks and brokers only) and (800)
628-8208 (for all others toll free). This release does not
constitute an offer to purchase, a solicitation of an offer to sell
or a solicitation of consent with respect to any securities. The
offer is being made solely by the Tender Offer Documents. ABOUT
INTERPOOL, INC. Interpool is one of the world๏ฟฝs leading suppliers
of equipment and services to the transportation industry. It is the
world๏ฟฝs largest lessor of intermodal container chassis and a
world-leading lessor of cargo containers used in international
trade. CAUTIONARY STATEMENTS This press release contains certain
forward-looking statements regarding future circumstances. These
forward-looking statements are subject to risk and uncertainties
that could cause actual results to differ materially from those
contemplated in such forward-looking statements, including in
particular the risks and uncertainties described in Interpool๏ฟฝs SEC
filings. The company undertakes no obligation to publicly release
any revisions to these forward-looking statements to reflect events
or circumstances after the date hereof. Note: This press release
and other press releases and information can be viewed at
Interpool๏ฟฝs website at www.interpool.com.
Interpool (NYSE:IPX)
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Interpool (NYSE:IPX)
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