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 EXPIRATION OF TENDER OFFER FOR CERTAIN OUTSTANDING
NOTES
BLUE BELL, PA, April 11, 2011 - Unisys Corporation (NYSE: UIS) announced today
that its tender offer for its outstanding 14 1/4% Senior Secured Notes due 2015
(the "First Priority Notes") and 12 3/4% Senior Secured Notes due 2014 (the
"Second Priority Notes" and together with the First Priority Notes, the "Notes")
expired at 5:00 P.M., New York City time, on April 8, 2011.
Holders validly tendered $134,798,000 in aggregate principal amount of the
First Priority Notes and $191,033,000 in aggregate principal amount of the
Second Priority Notes. In accordance with the terms of the tender offer, the
company has accepted for purchase all of the First Priority Notes validly
tendered (and not validly withdrawn) and $44,066,000 in aggregate principal
amount of the Second Priority Notes validly tendered (and not validly
withdrawn). Because the consideration payable for the aggregate principal
amount of Notes validly tendered (and not validly withdrawn) exceeded the
maximum payment amount of $220 million, the company accepted the Second
Priority Notes for purchase from tendering holders on a pro rata basis, using
a proration factor of approximately 23.1%. The company expects to make payment
today, April 11, 2011, for the Notes accepted for purchase. The complete terms
and conditions of the tender offer are described in the Offer to Purchase,
dated February 22, 2011, and the related letter of transmittal.
As previously announced, the company also recently redeemed $86.3 million in
aggregate principal amount of the First Priority Notes and $124.7 million in
aggregate principal amount of the Second Priority Notes, using the proceeds
from the sale of 2,587,500 shares of its 6.25% Mandatory Convertible Preferred
Stock, Series A, at an initial liquidation preference of $100 per share (the
"Mandatory Convertible Preferred Stock"). The annualized dividend on the
Mandatory Convertible Preferred Stock will be approximately $16 million until
the mandatory conversion date of March 1, 2014. An aggregate principal amount
of $25.5 million of the First Priority Notes and an aggregate principal amount
of $206.2 million of the Second Priority Notes remain outstanding.
Goldman, Sachs & Co. and Citi acted as dealer managers in connection with the
tender offer. Questions regarding the tender offer may be directed to Goldman,
Sachs & Co. at (212) 902-5183 (collect) or (800) 828-3182 (U.S. toll-free) or
to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745
(U.S. toll-free). Inquiries may also be directed to Global Bondholder Services
Corporation, which served as the information agent and depositary for the
tender offer, at (212) 430-3774 (for banks and brokers) or (866) 937-2200
(U.S. toll-free).
About Unisys
Unisys is a worldwide information technology company. We provide a portfolio of
IT services, software, and technology that solves critical problems for
clients. We specialize 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, we bring 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. For more information, visit
www.unisys.com.
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. 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.: 0411/9031
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.
