HOUSTON, May 27, 2011 /PRNewswire/ -- Gundle/SLT Environmental, Inc. (the "Issuer") today announced the early settlement of its previously announced tender offer and consent solicitation with respect to any and all of its outstanding $150,000,000 aggregate principal amount of 11% Senior Notes due 2012 (the "Notes"). The tender offer and consent solicitation were subject to certain conditions, including, among others, the receipt of the requisite consents to the supplemental indenture and the receipt by the Issuer of net proceeds from its new senior secured credit facilities (the "Refinancing Transaction") in an amount sufficient to refinance the Issuer's existing revolving credit facility, fund all of the Issuer's obligations under the tender offer and consent solicitation and pay related fees and expenses. As of May 27, 2011, these conditions were satisfied, and the Issuer accepted for purchase the $132,358,000 aggregate principal amount of Notes (representing approximately 88.24% of the outstanding aggregate principal amount of Notes) that had been validly tendered (and not validly withdrawn) as of 5:00 p.m., New York City time, on May 25, 2011 (the "Consent Date").
The amendments to the indenture governing the Notes contained in the supplemental indenture, dated as of May 25, 2011, became operative immediately prior to the consummation of the Refinancing Transaction. Upon acceptance by the Issuer, all holders who validly tendered (and did not validly withdraw) their Notes on or prior to the Consent Date received $1,003.75 per $1,000 principal amount of such Notes (which consisted of $1,000 as the tender offer consideration and $3.75 as a consent payment). In addition, all such holders received accrued and unpaid interest up to, but not including, May 27, 2011.
The tender offer remains open and is scheduled to expire at 5:00 p.m., New York City time, on June 10, 2011, unless extended or earlier terminated by the Issuer (the "Expiration Date"). Holders of any remaining Notes who validly tender (and do not validly withdraw) their Notes after the Consent Date, but on or prior to the Expiration Date, and whose Notes are accepted for purchase, will receive $1,000 per $1,000 principal amount of such Notes, plus accrued and unpaid interest up to, but not including, the date of payment, payable promptly following the Expiration Date. The Issuer currently expects this payment date will be on or about June 13, 2011. Holders of Notes who tender after the Consent Date will not be entitled to receive a consent payment. Notes tendered after the Consent Date, but on or prior to the Expiration Date, may not be withdrawn, except in limited circumstances where withdrawal rights are required by law.
Any Notes not tendered and purchased pursuant to the tender offer will remain outstanding, and the holders thereof will be bound by the amendments contained in the supplemental indenture even though they have not consented to such amendments. The Issuer intends to redeem any Notes that remain outstanding after the consummation of the tender offer in accordance with the terms of the indenture governing the Notes.
Jefferies & Company, Inc. is acting as the dealer manager and solicitation agent and D.F. King & Co., Inc. is acting as the information agent and tender agent for the tender offer and consent solicitation. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 290-6429 (toll-free) or (212) 269-5550 (collect). Questions regarding the tender offer or consent solicitation may be directed to Jefferies & Company, Inc. at (888) 708-5831 (toll-free) or (203) 708-5831 (collect).
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell or a solicitation of consents with respect to any securities. The tender offer and consent solicitation are only being made pursuant to the terms of the Issuer's Offer to Purchase and Consent Solicitation Statement dated May 12, 2011. The tender offer and consent solicitation are not being made 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. None of the Issuer, the dealer manager and solicitation agent, the information agent and tender agent, the trustee under the indenture governing the Notes or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer.
About Gundle/SLT Environmental, Inc.
Gundle/SLT Environmental, Inc. is the world leader in providing geosynthetic lining solutions, products and services to satisfy the needs of domestic and international, municipal and private companies engaged in the waste management, mining, water and wastewater treatment, aquaculture and other industrial activities.
Safe Harbor Statement
Some of the statements in this news release constitute "forward-looking statements" that do not directly or exclusively relate to historical facts. The forward-looking statements made in this release reflect the Issuer's intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, including known and unknown risks. Because actual results could differ materially from the Issuer's intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this news release with caution. The Issuer does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Gundle/SLT Environmental, Inc.
