NewMarket Corporation Announces Proposed Private Offering of Senior Notes
2006年12月5日 - 6:48AM
ビジネスワイヤ(英語)
NewMarket Corporation (NYSE:NEU) announced today that it proposes
to make a private offering of $150 million in aggregate principal
amount of senior notes due 2016. NewMarket intends to use the net
proceeds from the proposed offering, together with cash on hand, to
fund the purchase of any and all of its 8?% senior notes due 2010
in an outstanding aggregate principal amount of $150 million that
are validly tendered and accepted for purchase in the company�s
previously announced tender offer and consent solicitation
commenced on November 21, 2006, and to pay related fees and
expenses. To the extent that all existing notes are not tendered in
the tender offer and consent solicitation, NewMarket intends to use
any remaining net proceeds from the proposed offering of the new
notes, together with cash on hand, to repay the existing notes at
maturity or, at NewMarket�s discretion, to repurchase the existing
notes, including through open market purchases, or to redeem or
defease the existing notes under the terms of the indenture
governing the existing notes or for general corporate purposes. The
new notes proposed to be offered have not been and will not be
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the new notes nor an offer to purchase, a
solicitation of an offer to sell, or a solicitation of consents
with respect to the existing notes. Offers for the new notes will
be made only by means of the Preliminary Confidential Offering
Circular, to be dated December 6, 2006. The tender offer and
consent solicitation are made solely by means of the Offer to
Purchase and Consent Solicitation Statement, dated November 21,
2006, and the related Letter of Transmittal and Consent. NewMarket
Corporation through its subsidiaries, Afton Chemical Corporation
and Ethyl Corporation, develops, manufactures, blends, and delivers
chemical additives that enhance the performance of petroleum
products. From custom-formulated chemical blends to market-general
additive components, the NewMarket family of companies provides the
world with the technology to make fuels burn cleaner, engines run
smoother and machines last longer. Safe Harbor Statement Some of
the information contained in this press release constitutes
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Although NewMarket�s
management believes its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and
operations, there can be no assurance that actual results will not
differ materially from expectations. Factors that could cause
actual results to differ materially from expectations include, but
are not limited to: timing of sales orders; gain or loss of
significant customers; competition from other manufacturers;
resolution of environmental liabilities; changes in the demand for
our products; significant changes in new product introduction;
increases in product cost; the impact of fluctuations in foreign
exchange rates on reported results of operations; changes in
various markets; geopolitical risks in certain of the countries in
which we conduct business; the impact of consolidation of the
petroleum additives industry; and other factors detailed from time
to time in the reports that NewMarket files with the Securities and
Exchange Commission, including the risk factors in Item 1A, �Risk
Factors� of our 2005 Annual Report on Form 10-K and in Item 1A,
�Risk Factors� of our Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2006, which are available to
shareholders upon request. You should keep in mind that any
forward-looking statement made by NewMarket in the foregoing
discussion speaks only as of the date on which such forward-looking
statement is made. New risks and uncertainties come up from time to
time, and it is impossible for us to predict these events or how
they may affect the company. We have no duty to, and do not intend
to, update or revise the forward-looking statements in this
discussion after the date hereof, except as may be required by law.
In light of these risks and uncertainties, you should keep in mind
that the events described in any forward-looking statement made in
this discussion, or elsewhere, might not occur. NewMarket
Corporation (NYSE:NEU) announced today that it proposes to make a
private offering of $150 million in aggregate principal amount of
senior notes due 2016. NewMarket intends to use the net proceeds
from the proposed offering, together with cash on hand, to fund the
purchase of any and all of its 8 7/8% senior notes due 2010 in an
outstanding aggregate principal amount of $150 million that are
validly tendered and accepted for purchase in the company's
previously announced tender offer and consent solicitation
commenced on November 21, 2006, and to pay related fees and
expenses. To the extent that all existing notes are not tendered in
the tender offer and consent solicitation, NewMarket intends to use
any remaining net proceeds from the proposed offering of the new
notes, together with cash on hand, to repay the existing notes at
maturity or, at NewMarket's discretion, to repurchase the existing
notes, including through open market purchases, or to redeem or
defease the existing notes under the terms of the indenture
governing the existing notes or for general corporate purposes. The
new notes proposed to be offered have not been and will not be
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the new notes nor an offer to purchase, a
solicitation of an offer to sell, or a solicitation of consents
with respect to the existing notes. Offers for the new notes will
be made only by means of the Preliminary Confidential Offering
Circular, to be dated December 6, 2006. The tender offer and
consent solicitation are made solely by means of the Offer to
Purchase and Consent Solicitation Statement, dated November 21,
2006, and the related Letter of Transmittal and Consent. NewMarket
Corporation through its subsidiaries, Afton Chemical Corporation
and Ethyl Corporation, develops, manufactures, blends, and delivers
chemical additives that enhance the performance of petroleum
products. From custom-formulated chemical blends to market-general
additive components, the NewMarket family of companies provides the
world with the technology to make fuels burn cleaner, engines run
smoother and machines last longer. Safe Harbor Statement Some of
the information contained in this press release constitutes
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Although NewMarket's
management believes its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and
operations, there can be no assurance that actual results will not
differ materially from expectations. Factors that could cause
actual results to differ materially from expectations include, but
are not limited to: timing of sales orders; gain or loss of
significant customers; competition from other manufacturers;
resolution of environmental liabilities; changes in the demand for
our products; significant changes in new product introduction;
increases in product cost; the impact of fluctuations in foreign
exchange rates on reported results of operations; changes in
various markets; geopolitical risks in certain of the countries in
which we conduct business; the impact of consolidation of the
petroleum additives industry; and other factors detailed from time
to time in the reports that NewMarket files with the Securities and
Exchange Commission, including the risk factors in Item 1A, "Risk
Factors" of our 2005 Annual Report on Form 10-K and in Item 1A,
"Risk Factors" of our Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2006, which are available to
shareholders upon request. You should keep in mind that any
forward-looking statement made by NewMarket in the foregoing
discussion speaks only as of the date on which such forward-looking
statement is made. New risks and uncertainties come up from time to
time, and it is impossible for us to predict these events or how
they may affect the company. We have no duty to, and do not intend
to, update or revise the forward-looking statements in this
discussion after the date hereof, except as may be required by law.
In light of these risks and uncertainties, you should keep in mind
that the events described in any forward-looking statement made in
this discussion, or elsewhere, might not occur.
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