PLYMOUTH, Mich., Nov. 13 /PRNewswire/ -- Metaldyne Corporation today
announced that it is extending the early participation deadline of its
previously announced tender offer to purchase all of its outstanding 10%
Senior Notes due 2013 ("2013 Bonds") and 11% Senior Subordinated Notes due
2012 ("2012 Bonds"), until 12:00 Midnight, New York City time, on Friday,
November 14, 2008. The early participation deadline was previously 12:00
Midnight, New York City time, on Wednesday, November 12, 2008. The early
participation deadline has been extended so that noteholders wishing to
participate in the tender offer prior to the early participation deadline will
have additional time to complete the required paperwork.
Except as otherwise set forth above, all provisions of the tender offer
are as set forth in the Offer to Purchase, Consent Solicitation and Acceptance
Solicitation Statement dated October 29, 2008.
Metaldyne is offering to pay $106.30 per $1,000 principal amount of 2012
Bonds and $270.18 per $1,000 amount of 2013 Bonds for bonds tendered and
accepted for payment on or prior to the early participation deadline, which as
extended is 12:00 Midnight, New York City time, on Friday, November 14, 2008,
unless further extended. Metaldyne is offering to pay $101.30 per $1,000
principal amount of 2012 Bonds and $265.18 per $1,000 principal amount of 2013
Bonds for bonds tendered and accepted for payment after the early
participation deadline but on or prior to the expiration date, which is
November 26, 2008, unless extended. The combined outstanding aggregate
principal amount of the 2012 Bonds and the 2013 Bonds is $392.2 million.
Concurrently with the tender offer, Metaldyne is soliciting consents to amend
the relevant indentures to eliminate substantially all of the restrictive
covenants and certain events of default and release all collateral securing
the bonds. Adoption of the proposed amendments requires the consents of
holders of at least two-thirds of the outstanding principal amount of each of
the 2012 Bonds and 2013 Bonds.
Concurrently with the tender offer, Metaldyne is also soliciting ballots
in favor of the pre-packaged plan of reorganization, which is an option that
Metaldyne and investors in Metaldyne would consider only if the tender offer
is not completed. Specifically, the plan of reorganization proposes that
general unsecured creditors, including suppliers to the debtors, would be paid
in full and in cash in the ordinary course of business or as of the effective
date of the plan.
The consummation of the tender offer is subject to the satisfaction or
waiver by Metaldyne of certain conditions, including that not less than 95% of
the aggregate principal amount of the 2012 Bonds and the 2013 Bonds
(considered collectively) are tendered. Further details regarding the tender
offer and the related restructuring plan are available on Metaldyne's current
report on the equivalent of Form 8-K dated October 29, 2008, which is posted
on Metaldyne's website (www.metaldyne.com).
Media inquiries please contact Marge Sorge at (734) 578-6507. Inquiries
from bondholders may be directed to David Lawson at (734) 207-6578. Requests
for tender offer documents may be directed to The BMC Group, Inc., the
Information and Voting Agent, at (310) 321-5541 or (888) 900-0100 (toll free).
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER
TO PURCHASE OR A SOLICITATION OF CONSENTS. THE TENDER OFFER FOR THE 2012 BONDS
AND 2013 BONDS AND THE RELATED CONSENT SOLICITATION AND ACCEPTANCE
SOLICITATION ARE BEING MADE SOLELY PURSUANT TO AN OFFER TO PURCHASE AND A
RELATED LETTER OF TRANSMITTAL.
About Metaldyne
Metaldyne is a wholly owned subsidiary of Asahi Tec, a Shizuoka,
Japan-based chassis and powertrain component supplier in the passenger
car/light truck and medium/heavy truck segments. Asahi Tec is listed on the
Tokyo Stock Exchange.
Metaldyne is a leading global designer and supplier of metal based
components, assemblies and modules for transportation related powertrain and
chassis applications including engine, transmission/transfer case, wheel end
and suspension, axle and driveline, and noise and vibration control products
to the motor vehicle industry.
Headquartered in Plymouth, Mich., Metaldyne has annual revenues of
approximately $1.8 billion. Metaldyne employs more than 5,200 employees at 33
facilities in 14 countries. For more information go to www.metaldyne.com.
Forward Looking Statement
This press release contains statements that are not statements of
historical fact, but instead are forward-looking statements, as that term is
defined by the federal securities laws. We caution readers not to place undue
reliance on these forward-looking statements, which reflect management's
expectations, estimates and assumptions based on information available as of
the date hereof. Important factors that could cause actual results to vary
materially from those expressed or implied by the forward-looking statements
are set forth in our Annual Report on the Equivalent of Form 10-K for the
fiscal year ended March 31, 2008 and our subsequent Quarterly Reports, and
include: our ability to successfully complete the tender offer, the consent
solicitation and the acceptance solicitation; our high degree of leverage;
substantial restrictions in our credit facilities and other debt; declining
financial condition of our customers; risks associated with the condition of
our suppliers and subsequent availability of product; adequacy of our
liquidity to meet our obligations and grow our business; seasonal fluctuations
in our business and impact on working capital; our industry's cyclicality and
dependence on general economic conditions; inability to achieve profitability
given our high degree of leverage and resulting interest expense;
affordability of raw materials and components; inability to quickly replace
any diminished or lost business due to the length of the sales process; risks
related to termination for convenience provisions in certain of our customers'
purchase orders and unanticipated cancellation of programs by our customers;
risks associated with our parent company being controlled by a Japanese
principal stockholder and therefore being subject to the regulatory
environment for publicly traded Japanese companies; costs could potentially
exceed estimates used in pricing our products; our employee benefit
obligations may negatively impact future liquidity; risks related to
international sales; inability to protect our intellectual property rights;
environmental compliance obligations and liabilities; inability to meet
obligations for any product liability and warranty claims; unanticipated labor
stoppages at our facilities or those of our customers; and general economic
conditions in the market sector in which we operate, including continued
volume deterioration of our top three customers, changes in interest rates or
foreign currency exchanges. We do not intend or assume any obligation to
update any of these forward-looking statements.
SOURCE Metaldyne Corporation
This complete guide is filled with valuable tips on how to buy used parts, where to look for quality salvage parts, how best to determine a fair price, ways to validate salvage yards,
and how not to get ripped off by fraudulent wrecking yards. A must have for anybody buying parts. 
