Attached files
News Release
Contacts:
Media Contact:
Jim Kerr, 215-986-5795
jim.kerr@unisys.com
Investor Contact:
Niels Christensen, 215-986-6651
niels.christensen@unisys.com
UNISYS CORPORATION ANNOUNCES PUBLIC OFFERING OF MANDATORY CONVERTIBLE PREFERRED
STOCK
BLUE BELL, PA, February 22, 2011 - Unisys Corporation ("Unisys" or the
"Company") (NYSE: UIS) announced today that it has commenced a public offering
of 2,250,000 shares of mandatory convertible preferred stock. The Company also
expects to grant the underwriters an option to purchase up to an additional
337,500 shares of mandatory convertible preferred stock, which may be exercised
to the extent the underwriters sell more than 2,250,000 shares of mandatory
convertible preferred stock.
The mandatory convertible preferred stock has an offering price of $100 per
share and will be mandatorily convertible into shares of Unisys common stock on
March 1, 2014. The dividend rate and the conversion terms of the mandatory
convertible preferred stock will be determined by negotiations between Unisys
and the underwriters.
Unisys intends to use the net proceeds from this offering to redeem up to an
aggregate of $98.7 million of the Company's 12 3/4% Senior Secured Notes due
2014 and up to an aggregate of $86.3 million of the Company's 14 1/4% Senior
Secured Notes due 2015 under the provisions of the indentures relating to the
notes that allow the Company to redeem, at its option, up to 35% of the
original aggregate principal amount of each series of notes from the net cash
proceeds of one or more equity offerings.
Goldman, Sachs & Co. and Citi will act as joint book-running managers for the
offering. RBS will act as co-manager for the offering.
The offering will be made under the Company's existing shelf registration
statement filed with the Securities and Exchange Commission. This announcement
is neither an offer to sell nor a solicitation of an offer to buy any
securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be unlawful. Any
offers of the shares will be made exclusively by means of a prospectus
supplement and accompanying prospectus.
Copies of the preliminary prospectus supplement and accompanying prospectus
relating to this offering may be obtained by contacting Goldman, Sachs & Co.,
200 West Street, New York, NY 10282, (866) 471-2526 or emailing prospectus-
ny@ny.email.gs.com, or Citigroup Global Markets Inc., Brooklyn Army Terminal,
140 58th Street, 8th Floor, Brooklyn, NY 11220.
ABOUT UNISYS
Unisys Corporation is a worldwide information technology company. Unisys
provides a portfolio of IT services, software, and technology that solves
critical problems for clients. Unisys specializes in helping clients secure
their operations, increase the efficiency and utilization of their data
centers, enhance support to their end users and constituents, and modernize
their enterprise applications. To provide these services and solutions, the
Company brings together offerings and capabilities in outsourcing services,
systems integration and consulting services, infrastructure services,
maintenance services, and high-end server technology. With approximately 23,000
employees, Unisys serves commercial organizations and government agencies
throughout the world.
FORWARD-LOOKING STATEMENTS
Any statements contained in this release that are not historical facts are
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not limited to,
any projections of earnings, revenues, or other financial items; any statements
of the Company's plans, strategies or objectives for future operations;
statements regarding future economic conditions or performance; and any
statements of belief or expectation. All forward-looking statements rely on
assumptions and are subject to various risks and uncertainties that could cause
actual results to differ materially from expectations. There can be no
assurance that the offering will be completed. Risks and uncertainties that
could affect the Company's future results include the Company's ability to
drive profitable growth in consulting and systems integration; the Company's
ability to take on, successfully implement and grow outsourcing operations;
market demand for the Company's high-end enterprise servers and maintenance on
those servers; the potential adverse effects of aggressive competition in the
information services and technology marketplace; the Company's ability to
retain significant clients; the Company's ability to effectively anticipate and
respond to volatility and rapid technological change in its industry; the
adverse effects of global economic conditions; the Company's significant
pension obligations and potential requirements to make significant cash
contributions to its defined benefit pension plans; the success of the
Company's program to reduce costs, focus its global resources and simplify its
business structure; the risk that the Company's contracts may not be as
profitable as expected or provide the expected level of revenues and that
contracts with U.S. governmental agencies may subject it to audits, criminal
penalties, sanctions and other expenses and fines; the risk that the Company
may face damage to its reputation or legal liability if its clients are not
satisfied with its services or products; the performance and capabilities of
third parties with whom the Company has commercial relationships; the risks of
doing business internationally when more than half of the Company's revenue is
derived from international operations; the Company's ability to access capital
and credit markets to address its liquidity needs; the potential for
infringement claims to be asserted against the Company or its clients; the
possibility that pending litigation could affect the Company's results of
operations or cash flow; the business and financial risk in implementing future
dispositions or acquisitions; and the Company's ability to use its U.S. federal
net operating loss carryforwards and other tax attributes. Additional
discussion of factors that could affect the Company's future results is
contained in its periodic filings with the Securities and Exchange Commission.
The Company assumes no obligation to update any forward-looking statements.
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RELEASE NO.: 0222/9021
Unisys is a registered trademark of Unisys Corporation. All other brands and
products referenced herein are acknowledged to be trademarks or registered
trademarks of their respective holders.
