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Cooper Tire's tender offers expire

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Cooper Tire & Rubber Co.'s tender offer to purchase up to $175 million in aggregate principal amount of its outstanding 7-3/4% Notes due 2009, 7-5/8% Notes due 2027, and 8% Notes due 2019 expired on Dec. 13.

The tender offer was made upon the terms, and subject to the conditions, set forth in the "Offer to Purchase" dated Nov. 14, 2005, and in the related Letter of Transmittal.

According to Global Bondholder Services Corp., the depositary and information agent for the tender offer, $61,558,000 in aggregate principal amount of 7-3/4% Notes, were validly tendered and not withdrawn prior to the expiration date. Cooper Tire accepted for payment all of the tendered 7-3/4% Notes.

In addition, $72,020,000 in aggregate principal amount of 7-5/8% Notes were validly tendered and not withdrawn prior to its expiration date. Cooper Tire accepted for payment all of the tendered 7-5/8% Notes as well.

Finally, $71,937,000 in aggregate principal amount of 8% Notes were validly tendered and not withdrawn prior to the expiration date, according to Global Bondholder Services. Cooper Tire accepted for payment $41,422,000 in aggregate principal amount of the tendered 8% Notes. (The offer for the 8% Notes is subject to proration as described in the Offer to Purchase at a proration factor of 57.62%.)

Cooper Tire says it expects to pay for all the Notes purchased pursuant to the tender offer in same-day funds on the settlement date of Dec. 15, 2005. On the settlement date, the company will pay holders who validly tendered and did not withdraw their Notes at or prior to 5 p.m., New York City time, on Nov. 29, 2005, the total consideration of $1,008.71 for each $1,000 principal amount of 7-3/4% Notes accepted for purchase, $893.20 for each $1,000 principal amount of 7-5/8% Notes accepted for purchase, and $965.36 for each $1,000 principal amount of 8% Notes accepted for purchase, plus, in each case, accrued and unpaid interest up to, but not including, the settlement date. The total consideration includes an early tender premium of $30 per $1,000 principal amount of Notes tendered.

On the settlement date, Cooper Tire will pay holders who validly tendered and did not withdraw their Notes after the early tender time but at or prior to the expiration date the applicable total consideration minus the early tender premium, which will result in tender offer consideration of $978.71 for each $1,000 principal amount of 7-3/4% Notes accepted for purchase, $863.20 for each $1,000 principal amount of 7-5/8% Notes accepted for purchase, and $935.36 for each $1,000 principal amount of 8% Notes accepted for purchase, plus, in each case, accrued and unpaid interest up to, but not including, the settlement date.

Cooper Tire retained Banc of America Securities LLC to serve as Dealer Manager for the tender offer.

Cooper's stock price on the New York Stock Exchange closed at $15.02 a share on Tuesday, Dec. 13. That compares to a 52-week high and low of $22.50 and $13, respectively.

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