Attached files
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EX-4.1 - EX-4.1 - Commercial Vehicle Group, Inc. | c64358exv4w1.htm |
EX-4.2 - EX-4.2 - Commercial Vehicle Group, Inc. | c64358exv4w2.htm |
8-K - FORM 8-K - Commercial Vehicle Group, Inc. | c64358e8vk.htm |
Exhibit 99.1
CONTACT: | John Hyre, Investor Relations Commercial Vehicle Group, Inc. (614) 289-5157 |
FOR IMMEDIATE RELEASE
COMMERCIAL
VEHICLE GROUP ANNOUNCES RECEIPT OF REQUISITE
CONSENTS FOR CONSENT SOLICITATIONS FOR ITS 8% SENIOR NOTES DUE
2013 AND ITS 11%/13% THIRD LIEN SENIOR SECURED NOTES DUE 2013
CONSENTS FOR CONSENT SOLICITATIONS FOR ITS 8% SENIOR NOTES DUE
2013 AND ITS 11%/13% THIRD LIEN SENIOR SECURED NOTES DUE 2013
NEW ALBANY, OHIO, April 22, 2011 Commercial Vehicle Group, Inc. (Nasdaq: CVGI) (the
Company) announced today that it has received, pursuant to its previously announced cash tender
offers and consent solicitations with respect to all of its outstanding 8% Senior Notes due 2013
(the 2005 Notes) and all of its outstanding 11%/13% Third Lien Senior Secured Notes due 2013 (the
2009 Notes and, together with the 2005 Notes, the Notes), the requisite consents to adopt
proposed amendments to each indenture governing the Notes and, in the case of the 2009 Notes, to
the related security documents (the Proposed Amendments). The Proposed Amendments would, among
other things, (i) eliminate substantially all of the restrictive covenants contained in the
indentures, (ii) eliminate or modify certain events of default contained in the indentures, (iii)
eliminate or modify related provisions contained in the indentures and (iv) with respect to the
2009 Notes, eliminate certain conditions to covenant defeasance contained in the indenture
governing such notes and release the liens in respect of such notes.
The Company announced that consents had been delivered with respect to (i) $94,925,000 of the 2005
Notes, representing approximately 97.1% of the outstanding aggregate principal amount of 2005
Notes, which notes had been validly tendered (and not validly withdrawn) as of 5:00 p.m., New York
City time, on April 21, 2011 (the Consent Date), and (ii) $47,956,282 of the 2009 Notes,
representing 100.0% of the outstanding aggregate principal amount of 2009 Notes, which notes had
been validly tendered (and not validly withdrawn) as of the Consent Date. In conjunction with
receiving the requisite consents, the Company, the guarantors party to the applicable indenture and
U.S. Bank National Association, as trustee, executed supplemental indentures with respect to each
indenture governing the Notes implementing the Proposed Amendments. The supplemental indentures
became effective upon execution, but the Proposed Amendments will not become operative until
acceptance of the Notes for purchase by the Company pursuant to the terms and conditions described
in the Offer to Purchase (as defined below).
The tender offers and consent solicitations are being made upon the terms and subject to the
conditions set forth in the related Offer to Purchase and Consent Solicitation Statement dated
April 8, 2011 (the Offer to Purchase). Holders who validly tendered their Notes and delivered
their consents (and did not validly withdraw such Notes or revoke such consents) on or prior to the
Consent Date are eligible to receive the applicable total consideration. A holders right to
validly withdraw tendered Notes and validly revoke delivered consents expired on the Consent Date.
The Companys obligation to accept for purchase and to pay for the Notes validly tendered (and not
validly withdrawn) and consents validly delivered (and not validly revoked), pursuant to the Offer
to Purchase, is subject to, and conditioned upon, certain conditions, including: (a) the receipt by
the Company of the proceeds from a previously announced issuance of new senior secured notes and
the concurrent amendment and restatement of the Companys existing revolving credit facility; (b)
the receipt of the consents of holders of at least a majority of the outstanding aggregate
principal amount of each of
the 2005 Notes and the 2009 Notes, which condition has been satisfied; (c) the execution of the
supplemental indentures giving effect to the Proposed Amendments, which condition has been
satisfied; and (d) the satisfaction of other general conditions set forth in the Offer to Purchase.
Upon acceptance by the Company, holders who validly tendered (and did not validly withdraw) their
Notes on or prior to the Consent Date will receive: (i) with respect to 2005 Notes, total
consideration of $1,020 per $1,000 principal amount of such Notes, which includes $990 as the
tender offer consideration and $30 as a consent payment, and (ii) with respect to 2009 Notes, total
consideration of $1,110 per $1,000 principal amount of such Notes, which includes $1,080 as the
tender offer consideration and $30 as a consent payment. In addition, accrued interest up to, but
not including, the applicable payment date of the Notes, expected to be on April 26, 2011, will be
paid in cash on all Notes validly tendered and accepted by the Consent Date.
Holders who validly tender their Notes after the Consent Date, but on or prior to 11:59 p.m., New
York City time, on May 5, 2011, unless extended or earlier terminated by the Company (the
Expiration Date), and whose Notes are accepted for payment, will receive: (i) with respect to
2005 Notes, the tender offer consideration equal to $990 per $1,000 principal amount of such Notes,
and (ii) with respect to 2009 Notes, the tender offer consideration equal to $1,080 per $1,000
principal amount of such Notes. In addition, accrued interest up to, but not including, the
applicable payment date of the Notes will be paid in cash on all Notes validly tendered and
accepted after the Consent Date but prior to the Expiration Date. Holders of Notes who tender
after the Consent Date will not receive a consent payment.
Any Notes not tendered and purchased pursuant to the tender offers will remain outstanding, and the
holders thereof will be bound by the Proposed Amendments contained in the applicable supplemental
indenture even though they have not consented to the Proposed Amendments. The Company intends to
redeem any Notes that remain outstanding after the consummation of the Tender Offers in accordance
with the terms of the applicable indenture.
None of the Companys board of directors, the dealer manager and solicitation agent or any other
person makes any recommendation as to whether holders of Notes should tender their Notes or deliver
the related consents, and no one has been authorized to make such a recommendation.
This press release is for informational purposes only and is not an offer to purchase or a
solicitation of an offer to sell or a solicitation of consents with respect to any securities. The
complete terms and conditions of the tender offers and consent solicitations are set forth in an
Offer to Purchase and Consent Solicitation Statement dated April 8, 2011 and the related Consent
and Letter of Transmittal (the Offer Documents) that were sent to holders of the Notes. In any
jurisdiction where the laws require the tender offers and consent solicitations to be made by a
licensed broker or dealer, the tender offers and consent solicitations will be deemed made on
behalf of the Company by Credit Suisse Securities (USA) LLC, or one or more registered brokers or
dealers under the laws of such jurisdiction.
The Company has engaged Credit Suisse Securities (USA) LLC to act as dealer manager and
solicitation agent and D.F. King & Co., Inc. to act as the depositary and information agent for the
tender offers and consent solicitations. Questions regarding the tender offers or consent
solicitations may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free)
or at (212) 538-2147 (collect).
Requests for the Offer Documents may be directed to D.F. King &
Co., Inc. at (212) 269-5550 (for bankers and brokers) or (888) 628-9011 (for all others).
About Commercial Vehicle Group, Inc.
Commercial Vehicle Group, Inc. is a leading supplier of fully integrated system solutions for the
global commercial vehicle market, including the heavy-duty truck market, the construction and
agriculture markets and the specialty and military transportation markets. The Companys products
include static and suspension seat systems, electrical wire harness assemblies, controls and
switches, structures and components, interior trim systems (including instrument panels, door
panels, headliners, cabinetry and floor systems), mirrors and wiper systems specifically designed
for applications in commercial vehicles. The Company, headquartered in New Albany, Ohio, has
operations throughout North America, Europe and Asia. Information about the Company and its
products is available on the internet at www.cvgrp.com.
Forward-Looking Statements
This press release contains certain forward-looking statements that are subject to known and
unknown risks and uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements. The forward-looking statements contained in this press
release include statements related to the completion of the tender offers and consent
solicitations, which is subject to the satisfaction or waiver of several conditions, including the
consummation of the Companys proposed senior secured notes offering and market and other customary
conditions. There can be no assurance that the notes offering or the tender offers and consent
solicitations will ultimately be consummated as described or at all. Important assumptions and
other important factors could cause actual results to differ materially from those expected.
Please refer to the Companys annual, quarterly and current reports on file with the Securities and
Exchange Commission for a further discussion of the factors and risks associated with the business.
Except to the extent required by applicable federal securities laws, the Company undertakes no
obligation to update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results over time.
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