OAK
BROOK, Ill., April 30,
2024 /PRNewswire/ -- Mauser Packaging Solutions
Holding Company ("Mauser") today announced the final results
of its offer to exchange any and all $2,750
million of its outstanding principal amount of 7.875% Senior
First Lien Notes due 2026 (the "Old Notes") for newly issued
7.875% Senior First Lien Notes due 2027 (the "New Notes"),
upon the terms and conditions set forth in the Confidential
Offering Memorandum, dated April 1,
2024 (the "Exchange Offer").
As of 5:00 p.m. New York City time on April 29, 2024 (the "Expiration Time"), a
total of $2,595,846,000 principal
amount of Old Notes had been validly tendered in the Exchange
Offer, representing approximately 94.39% of the outstanding Old
Notes, which includes the $2,595,611,000 aggregate principal amount of Old
Notes previously validly tendered and not validly withdrawn on or
before 5:00 p.m. New York City time on April 12, 2024 (the "Early Tender Time"),
and previously accepted by Mauser for exchange on April 16, 2024.
Eligible holders who validly tendered their Old Notes after the
Early Tender Time but on or prior to the Expiration Time and whose
Old Notes were accepted for exchange will receive $950 principal amount of New Notes per
$1,000 principal amount of Old Notes
tendered. All eligible holders whose Old Notes were accepted for
exchange received or will receive, as applicable, accrued and
unpaid interest in cash from the last interest payment date to, but
not including, the applicable settlement date for the Exchange
Offer. The final settlement date for the Exchange Offer will occur
on April 30, 2024.
BofA Securities, Inc. acted as Dealer Manager for the Exchange
Offer. D.F. King & Co., Inc. acted as Exchange Agent and
Information Agent for the Exchange Offer.
Available Documents and Other Details
Documents relating to the Exchange Offer were distributed to
eligible holders who completed and returned an eligibility form
confirming that they are either a "qualified institutional buyer"
under Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), or not a "U.S. person" under Rule 902 under the
Securities Act.
The New Notes are not and will not be registered under the
Securities Act or any other applicable securities laws and, unless
so registered, the New Notes may not be offered, sold, pledged or
otherwise transferred within the United
States or to or for the account of any U.S. person, except
pursuant to an exemption from the registration requirements
thereof. Accordingly, the New Notes are being offered and issued
only to persons (i) reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act) and (ii) who are not "U.S. persons" (as defined in Rule 902
under the Securities Act). Non U.S.-persons may also be subject to
additional eligibility criteria.
The complete terms and conditions of the Exchange Offer are set
forth in the informational documents relating to the Exchange
Offer. This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any securities. The Exchange Offer is only being made pursuant to
the Confidential Offering Memorandum related to the Exchange Offer
and the related letter of transmittal. The Exchange Offer is not
being made to holders of Old Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This press release contains information that could constitute
forward-looking statements. All statements other than statements of
historical fact contained in this press release, including, but not
limited to, statements regarding whether we will consummate the
Exchange Offer are forward-looking statements. In some cases, you
can identify forward-looking statements by terms such as "will,"
"intend," "expect," "anticipate," "should," "could" and words or
expressions of similar meaning. Such forward-looking information is
based on certain current assumptions and analysis made by Mauser in
light of its experience and perception of current conditions and
expected future developments as well as other factors it believes
are appropriate in the circumstances. However, whether actual
results, performance or achievements will conform to Mauser's
expectations and predictions is subject to market conditions and a
number of known and unknown risks and uncertainties which could
cause actual results to differ materially from Mauser's
expectations. Other factors which could materially affect such
forward-looking information are described in the risk factors
detailed in the Confidential Offering Memorandum related to the
Exchange Offer. Forward-looking statements only speak as of the
date hereof and Mauser assumes no obligation to update any written
or oral forward-looking statement made by Mauser or on its behalf
as a result of new information, future events or other factors,
except as required by law.
About Mauser
Mauser is a global supplier of rigid packaging products and
services. Mauser currently operates manufacturing locations in over
20 countries serving industry-leading customers on an international
basis.
Contact: Jennifer
Hiser
Phone: (630) 203-4088
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SOURCE Mauser Packaging Solutions