2013-02-26 16:25:28 -
Woodland Park, New Jersey, Feb. 26, 2013 - Cytec Industries Inc. ("Cytec" or the
"Company") (NYSE: CYT) today announced the commencement of cash tender offers
for up to $175 million of its outstanding debt securities from the two series
The tender offers are being made pursuant to an Offer to Purchase, dated
February 26, 2013, and a related Letter of Transmittal, dated February
26, 2013, which set forth a more detailed description of the tender offers.
Upon the terms and subject to the conditions described in the Offer to Purchase,
the Letter of Transmittal and any amendments or supplements to the foregoing,
Cytec is offering to purchase for cash (1) up to $125 million of its 6.0% Notes
due October 1, 2015 (the "2015 Notes") and (2) up
to $50 million of its 8.95%
Notes due July 1, 2017 (the "2017 Notes", and together with the 2015 Notes, the
"Securities"). The Company refers to its offer to purchase the Securities as the
Holders must validly tender their Securities at or prior to 5:00 p.m., New York
City time, on March 11, 2013 (the "Early Tender Date") to be eligible to receive
the Total Consideration (as defined below). The Tender Offers will expire at
11:59 p.m., New York City time, on March 25, 2013 (the "Expiration Date"),
unless extended or earlier terminated.
Principal Maximum Principal U.S. Bloomberg Spread
Title of CUSIP Amount Amount to be Treasure Reference (basis Early Tender
Security Number Outstanding Accepted Security Page points) Premium((2))
due Note due
October $ January
1, 2015 232820AG5 $249,560,000 125,000,000((1)) 31, 2015 FIT1 75 30.00
Notes Note due
due July $ January $
1, 2017 232820AH3 $249,400,000 50,000,000((1)) 31, 2018 FIT1 135 30.00
(1) If the principal amount of Securities tendered is greater than the
applicable Maximum Principal Amount to be Accepted, then the Securities of that
series accepted for purchase will be subject to proration as described herein
(rounded downward such that Securities purchased will be in integral multiples
(2) Per $1,000 principal amount of Securities.
Cytec's obligation to accept for payment and to pay for any of the Securities in
either of the Tender Offers is subject to the satisfaction or waiver of a number
of conditions, including the completion by Cytec of a public offering of not
less than $400 million in aggregate principal amount of Senior Notes due 2023 no
later than the Settlement Date on terms reasonably satisfactory to the Company.
The Tender Offers are not contingent upon the tender of any minimum principal
amount of Securities. Cytec reserves the right to waive any one or more of the
conditions at any time.
The Total Consideration for each $1,000 principal amount of each series of the
Securities validly tendered and accepted for purchase pursuant to the Tender
Offers will be determined in the manner described in the Offer to Purchase by
reference to the applicable fixed spread for the Securities over the yield based
on the bid-side price of the applicable Reference U.S. Treasury Security, as
calculated by the dealer managers at 9:30 a.m., New York City time, in
accordance with standard market practice, on March 12, 2013. If applicable,
Securities that are validly tendered and not validly withdrawn at or prior to
the Early Tender Date and accepted for purchase by Cytec will receive the
applicable Total Consideration for such Securities, payable on the Settlement
Date. The Total Consideration includes the Early Tender Premium. Securities
validly tendered after the Early Tender Date but before the Expiration Date and
accepted for purchase by Cytec will receive the applicable Tender Offer
Consideration, which is equal to the applicable Total Consideration less the
applicable Early Tender Premium, payable on the Settlement Date, but will not
receive the Early Tender Premium.
Securities that are tendered and accepted for purchase will be settled only on
the Settlement Date, which will promptly follow the Expiration Date. Cytec
anticipates that the Settlement Date for the Securities will be March 26, 2013,
the first business day after the Expiration Date.
In addition to the applicable Tender Offer Consideration or the Total
Consideration, as the case may be, all Securities accepted for purchase will
also receive accrued and unpaid interest on those Securities from the last
interest payment date to, but not including, the Settlement Date, for each
series of Securities.
Subject to the terms and conditions of the Offer to Purchase (and any amendments
or supplements thereto), Cytec will accept for payment only such portions of
validly tendered 2015 Notes and 2017 Notes that do not result in an aggregate
principal amount of each series of Securities purchased that exceeds (i) $125
million for 2015 Notes and (ii) $50 million for 2017 Notes. If the amount to be
accepted with respect to a series of Securities is sufficient to allow the
Company to accept some, but not all of the validly tendered Securities of such
series, the amount of Securities of such series purchased will be prorated based
on the aggregate principal amount of Securities of such series validly tendered
in the applicable Tender Offer, rounded down to the nearest integral multiple of
$1,000, but not less than the minimum principal amount to be accepted.
Cytec intends to accept for purchase all 2015 and 2017 Notes validly tendered
and not validly withdrawn at or prior to the Expiration Date, and will only
prorate a series of Securities if the aggregate principal amount of such series
exceeds the Maximum Principal Amount to be Accepted. If the aggregate principal
amount of a series of Securities equals or exceeds the relevant Maximum
Principal Amount to be Accepted, Holders who validly tender Securities may be
subject to proration.
Cytec reserves the right to increase the applicable Maximum Principal Amount to
be Accepted at any time, subject to compliance with applicable law, which could
result in purchasing a greater principal amount of either or both of the 2015
Notes and 2017 Notes in the Tender Offers. There can be no assurance that Cytec
will exercise its right to increase the Maximum Principal Amount to be Accepted.
Tendered Securities of a series may be withdrawn from the Tender Offers at or
prior to, but not after, 5:00 p.m., New York City time, on March 11, 2013, with
respect to the Securities being tendered in connection with the Tender Offers,
unless extended or earlier terminated.
Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities,
LLC are serving 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.
The Offer to Purchase and the related Letter of Transmittal are expected to be
distributed to holders of Securities beginning today. 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 Corporation.
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.
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
Forward-Looking and Cautionary 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-
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.
VP and CFO
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Source: Cytec Industries Inc via Thomson Reuters ONE