Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Commercial Vehicle Group, Inc. | c64354e8vk.htm |
| EX-4.3 - EX-4.3 - Commercial Vehicle Group, Inc. | c64354exv4w3.htm |
| EX-4.1 - EX-4.1 - Commercial Vehicle Group, Inc. | c64354exv4w1.htm |
| EX-10.2 - EX-10.2 - Commercial Vehicle Group, Inc. | c64354exv10w2.htm |
| EX-10.1 - EX-10.1 - Commercial Vehicle Group, Inc. | c64354exv10w1.htm |
Exhibit 99.1
| CONTACT: | John Hyre, Investor Relations Commercial Vehicle Group, Inc. (614) 289-5157 |
FOR IMMEDIATE RELEASE
COMMERCIAL VEHICLE GROUP ANNOUNCES
CLOSING OF FINANCING TRANSACTIONS
CLOSING OF FINANCING TRANSACTIONS
AND
EARLY SETTLEMENT OF CONCURRENT TENDER OFFERS
AND CONSENT SOLICITATIONS
AND CONSENT SOLICITATIONS
NEW ALBANY, OHIO, April 26, 2011 — Commercial Vehicle Group, Inc. (Nasdaq: CVGI) (the
“Company”) announced today that it has closed its previously announced offering of $250.0 million
aggregate principal amount of 7.875% Senior Secured Notes due 2019 (the “Notes”) through a private
offering that was exempt from registration under the Securities Act of 1933, as amended (the
“Securities Act”). The Company also announced today that it has entered into an amended and
restated revolving credit facility (the “Revolving Credit Facility”) with Bank of America, N.A., as
agent and lender. The amended and restated terms and conditions provide for (i) an increase in the
facility size to $40.0 million from $37.5 million, (ii) an extension of the maturity date to April
26, 2014 from January 7, 2012 and (iii) a decrease in fees and interest rates. Up to an aggregate
of $10.0 million is available for the issuance of letters of credit, which reduces availability
under the Revolving Credit Facility. The Revolving Credit Facility also contains modifications to
certain financial and other covenants and offers the Company greater financial flexibility. The
Company intends to use the Revolving Credit Facility for ongoing operating and working capital
requirements.
The Company used the net proceeds from the offering of the Notes (i) to repay all outstanding
indebtedness under its existing second lien term loan, (ii) to fund the repurchase of approximately
$94.9 million of the Company’s 8% Senior Notes due 2013 (the “2005 Notes”) and approximately $48.0
million of the Company’s 11%/13% Third Lien Senior Secured Notes due 2013 (the “2009 Notes” and,
together with the 2005 Notes, the “Existing Notes”) on the early settlement date of the previously
announced concurrent tender offers and consent solicitations for the Existing Notes as described
below; and (iii) to pay related fees and expenses.
The Notes and the related guarantees were offered only to “qualified institutional buyers” in
reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and to
persons outside of the United States in compliance with Regulation S under the Securities Act. The
Notes and the related guarantees have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be offered or sold in the United
States without registration or an applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.
The Company also announced today the early settlement of its previously announced tenders offers
and consent solicitations with respect to any and all of its Existing Notes. The tender offers and
consent solicitations were subject to certain conditions, including, among others, the receipt of
the requisite consents to each supplemental indenture and the receipt by the Company of the
proceeds from an issuance of new senior secured notes and the concurrent amendment and restatement
of the Company’s existing revolving credit facility. As of April 26, 2011, these conditions were
satisfied, and the Company accepted for purchase the approximately $94.9 million (or approximately
97.1%) of the outstanding aggregate principal amount of 2005 Notes and the approximately $48.0
million (or approximately 100.0%) of the outstanding aggregate principal amount of 2009 Notes, in
each case that 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”).
The amendments to the indentures governing the Existing Notes contained in the supplemental
indentures, dated as of April 21, 2011, became operative upon the Company’s acceptance of the
Existing Notes. Upon acceptance by the Company, all holders who validly tendered (and did not
validly withdraw) their Existing Notes on or prior to the Consent Date received (i) with respect to
2005 Notes, $1,020 per $1,000 principal amount of 2005 Notes (which included $990 as the tender
offer consideration and $30 as a consent payment) and (ii) with respect to 2009 Notes, $1,110 per
$1,000 principal amount of 2009 Notes (which included $1,080 as the tender offer consideration and
$30 as a consent payment). In addition, all such holders received accrued and unpaid interest up
to, but not including, April 26, 2011.
The tender offers are scheduled to expire at 11:59 p.m., New York City time, on May 5, 2011, unless
extended or earlier terminated by the Company (the “Expiration Date”). Holders of any remaining
Existing Notes who validly tender (and do not validly withdraw) their Existing Notes after the
Consent Date, but on or prior to the Expiration Date, will receive (i) with respect to 2005 Notes,
$990 per $1,000 principal amount of 2005 Notes and (ii) with respect to 2009 Notes, $1,080 per
$1,000 principal amount of 2009 Notes, in each case, plus accrued and unpaid interest up to, but
not including, the date of payment, payable promptly after the Expiration Date. The Company
currently expects this payment date will be on or about May 6, 2011. Holders of Existing Notes who
tender after the Consent Date will not be entitled to receive a consent payment. Existing Notes
tendered after the Consent Date, but on or prior to the Expiration Date, may not be withdrawn,
except in limited circumstances where withdrawal rights are required by law.
Any Existing Notes not tendered and purchased pursuant to the tender offers will remain
outstanding, and the holders thereof will be bound by the amendments contained in the applicable
supplemental indenture even though they have not consented to such amendments. The Company intends
to redeem any Existing Notes that remain outstanding after the consummation of the tender offers in
accordance with the terms of the applicable indenture.
None of the Company’s board of directors, the dealer manager and solicitation agent or any other
person makes any recommendation as to whether holders of Existing Notes should tender their
Existing Notes, 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 Existing Notes.
In any jurisdiction where the laws require the tender offers to be made by a licensed broker or
dealer, the tender offers 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 (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 Company’s 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. There can be no
assurance that the tender offers 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 Company’s 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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