Sappi subsidiary PE Paper Escrow announces acceptance of tendered senior secured notes due 2014, issuance of notice of redemption for outstanding senior secured notes due 2014
November 23, 2012
– Sappi Limited’s Subsidiary, PE Paper Escrow GmbH, Announces Acceptance of Tendered Senior Secured Notes due 2014 and Issuance of Notice of Redemption for Outstanding Senior Secured Notes due 2014
PE Paper Escrow GmbH, a wholly-owned subsidiary of Sappi Limited, announces that it has accepted for purchase €23,476,018.80 in aggregate principal amount of its outstanding euro-denominated 11.75% Senior Secured Notes due 2014 (the “Notes”), validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on November 21, 2012 (the “Consent Payment Deadline”), in connection with its previously announced offer to purchase for cash any and all of its outstanding Notes (the “Tender Offer”) and solicitation of consents (the “Consents”) from holders of the Notes (“Holders”) (the “Consent Solicitation”, and together with the Tender Offer, the “Offer”), pursuant to an Offer to Purchase and Consent Solicitation Statement dated November 9, 2012 (the “Offer to Purchase”).
Holders of Notes accepted for purchase are eligible to receive the “Tender Offer Consideration” of €1,058.75 per €1,000 principal amount of Notes tendered plus the “Consent Payment” of €7.50 per €1,000 principal amount of Notes tendered (which together with the Tender Offer Consideration, amounts to the “Total Consideration”), plus accrued and unpaid interest up to, but not including the date of the Early Settlement Time (as defined below). We expect to make payment for the Notes accepted for purchase on November 26, 2012 (the “Early Settlement Time”). Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by any of the clearing systems.
The Offer will expire at 12:00 midnight, New York City time, on December 10, 2012, unless extended (the “Expiration Time”). Holders who validly tender their Notes and validly deliver their Consents after the Consent Payment Deadline and on or prior to the Expiration Time, and whose Notes are accepted for purchase by us, will be eligible to receive the “Tender Offer Consideration”, which is the Total Consideration minus the Consent Payment, plus accrued and unpaid interest up to, but not including, the date of the Settlement Time (as defined below). We will accept for purchase all such validly tendered Notes at the Expiration Time, and payment for all such Notes will be made promptly thereafter (the “Settlement Time”), except if we terminate the Tender Offer, at our discretion. Notes tendered and Consents delivered after the Consent Payment Deadline and prior to the Expiration Time may not be withdrawn and revoked, except as provided by law.
PE Paper also announces that it has exercised its option to redeem the remaining outstanding Notes. The Company has issued a notice announcing the redemption on December 24, 2012 (the “Redemption Date”) of all of the Notes outstanding as of such Redemption Date (after giving effect to the Offer). The Notes will be redeemed at a redemption price of 105.875% of the principal amount of each Note redeemed, plus accrued and unpaid interest up to, but not including, the Redemption Date.
The complete terms and conditions of the Offer are set forth in the Offer to Purchase that was previously furnished to Holders. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Offer. Copies of the Offer to Purchase may be obtained from the Tender and Information Agent, DF King Worldwide, at +44 20 7920 9700 and at firstname.lastname@example.org or from the dealer manager for the Offer, J.P. Morgan Securities plc, at +44 20 7134 3166.