2013-03-12 13:47:53 -
Woodland Park, NJ, March 12, 2013 -- Cytec Industries Inc. ("Cytec" or the
"Company") (NYSE: CYT) today announced, in connection with its currently pending
offers to purchase for cash up to $175,000,000 aggregate principal amount of its
notes, including up to $125,000,000 of its 6.0% Notes due October 1, 2015 (the
"2015 Notes") and up to $50,000,000 of its 8.95% Notes due July 1, 2017 (the
"2017 Notes", together with the 2015 Notes, the "Securities"), amendments
previously announced terms of its offers such that (1) the maximum aggregate
principal amount of the Securities to be accepted shall be $200,000,000,
including up to $125,000,000 of the 2015 Notes with no corresponding maximum
principal amount to be accepted with respect to the 2017 notes (such offers, as
amended, the "Tender Offers")
and (2) the 2015 Notes shall be assigned
acceptance priority level 1 and the 2017 Notes shall be assigned acceptance
priority level 2.
The Company also announced today the early tender date results of its Tender
Offers. The following table sets forth the Securities that are subject to the
Tender Offers as well as the aggregate principal amounts of Securities validly
tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time,
on March 11, 2013 (the "Early Tender Date").
Level Aggregate as of the
Principal Maximum Early
Title of CUSIP Amount Principal Amount Tender
Securities Numbers Outstanding to Be Accepted Date
6.0% Notes 232820AG5 1 $249,560,000 $125,000,000 $107,751,000
8.95% Notes 232820AH3 2 $249,400,000 N/A $85,108,000
Securities tendered for purchase in the Tender Offers are subject to the maximum
aggregate principal amount of $200,000,000 and proration, as described below and
in the Offer to Purchase, and are also subject to the acceptance priority levels
indicated above. All 2015 Notes up to the $125,000,000 maximum aggregate
principal amount of 2015 Notes to be purchased that are validly tendered will
have priority over any 2017 Notes that are tendered for purchase. Accordingly,
2017 Notes tendered prior to the Early Tender Date may be subject to proration
in the event that additional 2015 Notes are tendered after the Early Tender Date
and prior to the Expiration Date or additional 2017 Notes are tendered after the
Early Tender Date and prior to the Expiration Date. In addition, 2015 Notes
validly tendered prior to the Early Tender Date will be subject to proration in
the event that in excess of $17,249,000 of additional 2015 Notes are tendered
after the Early Tender Date and prior to the Expiration Date.
Holders who have not already tendered their Securities may continue to do so at
any time at or prior to 11:59 p.m., New York City time, on March 25, 2013 (the
"Expiration Date"), unless Cytec extends or earlier terminates the Tender Offer.
However, such holders will not be entitled to receive any early tender premium,
except in the case of any Securities that were tendered prior to 5:00 p.m.,
New York City time, on March 11, 2013 and which were accepted for purchase. No
tenders will be valid if submitted after the Expiration Date. Withdrawal rights
for the Tender Offers have expired.
As described in the Offer to Purchase, if the aggregate principal amount of
2015 Notes that are validly tendered exceeds the Maximum Principal Amount to be
Accepted (as set forth in the table above) or the aggregate principal amount of
Securities that are validly tendered exceeds the maximum aggregate principal
amount of $200,000,000, Cytec will accept for payment only such portion of the
Securities that does not result in an aggregate principal amount purchased that
is above such maximum amounts. If such maximum amounts are sufficient to allow
us to accept some, but not all of the validly tendered Securities, the amount of
Securities purchased will be prorated based on the aggregate principal amount of
Securities validly tendered, rounded down to the nearest integral multiple of
$1,000, but not less than the minimum principal amount to be accepted. Cytec
reserves the right to increase the Maximum Principal Amount to be Accepted or
the maximum aggregate principal amount of $200,000,000 at any time, subject to
compliance with applicable law.
The Tender Offers are being made pursuant to an Offer to Purchase dated
February 26, 2013 (as amended and supplemented, the "Offer to Purchase") and the
related Letter of Transmittal dated February 26, 2013 (as amended and
supplemented, the "Letter of Transmittal"), which set forth a complete
description of the terms of the Tender Offers. Holders of the Securities are
urged to read the Offer to Purchase and the related Letter of Transmittal
carefully before making any decision with respect to the Tender Offers. The
Tender Offers are conditioned on the satisfaction of certain conditions set
forth in the Offer to Purchase.
Cytec has retained Citigroup Global Markets Inc., RBS Securities Inc. and Wells
Fargo Securities, LLC to serve as dealer managers for the Tender Offers. Global
Bondholder Services Corporation has been retained to serve as the depositary and
information agent for the Tender Offers.
For additional information regarding the terms of the Tender Offers, please
contact: Citigroup Global Markets Inc. at 800-558-3745 (toll-free) or
212-723-6106 (collect), RBS Securities Inc. at 877-297-9832 or Wells Fargo
Securities, LLC at 866-309-6316. Requests for documents and questions regarding
the tender of securities may be directed to Global Bondholder Services
Corporation at 866-937-2200.
Copies of the Offer to Purchase and the Letter of Transmittal related to the
Tender Offers may also be obtained at no charge from Global Bondholder Services
Neither Cytec, its board of directors, the information agent and depositary nor
the dealer managers make any recommendation as to whether holders of the
Securities should tender or refrain from tendering the Securities. Holders of
the notes must decide how many notes to tender, if any.
This announcement does not constitute an offer to purchase or a solicitation of
an offer to sell securities. The Tender Offers are being made solely by means of
the Offer to Purchase and the related Letter of Transmittal. In any jurisdiction
where the laws require a tender offer to be made by a licensed broker or dealer,
the Tender Offers will be deemed to be made on behalf of Cytec by the dealer
managers, or one or more registered brokers or dealers under the laws of such
Cytec's vision is to deliver specialty material and chemical technologies beyond
our customers' imagination. Our focus on innovation, advanced technology and
application expertise enables us to develop, manufacture and sell products that
change the way our customers do business. Our pioneering products perform
specific and important functions for our customers, enabling them to offer
innovative solutions to the industries that they serve. Our products serve a
diverse range of end markets including aerospace and industrial materials,
mining and plastics.
For more information visit the Company's web site at www.cytec.com.
Use of Forward-Looking Statements
Except for the historical information and discussions contained herein,
statements contained in this release may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Achieving the results described in these statements involves a number of risks,
uncertainties and other factors that could cause actual results to differ
materially, as discussed in Cytec's filings with the Securities and Exchange
Commission. Cytec disclaims any obligation to update or revise any forward-
This announcement is distributed by Thomson Reuters on behalf of
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Cytec Industries Inc via Thomson Reuters ONE