Newmarket Corporation Announces Pricing of Its $150 Million 7 1/8% Senior Notes Due 2016
2006年12月8日 - 6:37AM
ビジネスワイヤ(英語)
NewMarket Corporation (NYSE:NEU) announced today that it has priced
a new offering of $150 million in aggregate principal amount of 7?%
Senior Notes due 2016. The new notes will be offered only to
qualified institutional buyers and non-U.S. persons, pursuant to
Rule 144A and Regulation S, respectively, under the Securities Act
of 1933, as amended. The new notes are general senior unsecured
obligations of NewMarket, will pay interest semi-annually and will
be guaranteed on a senior unsecured basis by all of NewMarket�s
wholly-owned domestic subsidiaries. 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 proposed offering is scheduled to close on
December 12, 2006. The closing of the offering is conditioned upon
the receipt of consents from the holders of at least a majority of
NewMarket�s existing 8?% senior notes due 2010, as well as
customary closing conditions. The new notes have not been and will
not be registered under the Securities Act, 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 are made only by means of
the Confidential Offering Circular, dated December 7, 2006. The
tender offer and consent solicitation are made only 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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