Cooper Tire & Rubber Co. has commenced a cash tender offer for specified series of its outstanding debt. The company is offering 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 (together, the "Notes").
In a press release, the company said, "The tender offer is scheduled to expire at 5 p.m. New York City time, on Tuesday, Dec. 13, 2005, unless extended. The tender offer is 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.
"The purchase price for each $1,000 principal amount of Notes tendered and accepted for payment pursuant to the tender offer will be determined in the manner described in the Offer to Purchase at 2 p.m., New York City time, on the 10th business day prior to the expiration date, which price determination date is expected to be Nov. 29, 2005. The purchase price for each issue of Notes will be announced by news release promptly after determination. The purchase price for each issue of Notes will be determined on the basis of a yield to the applicable price for each issur of Notes equal to the sum of (i) the bid-side yield of the specified reference security, plus (ii) the applicable fixed spread. For the 7 3/4% Notes, the reference security will be the 3.5% U.S. Treasury Note due Dec. 15, 2009, and the fixed spread will be 310 basis points, For the 7 5/8% Notes, the reference security will be the 5.375% U.S. Treasury Note due Feb. 15, 2031, and the fixed spread will be 405 basis points. FOr the 8% Notes, the reference security will be the 4.5% U.S. Treasury Note due Nov. 15, 2015, and the fixed spread will be 395 basis points.
"Holders of Notes who validly tender and do not validly withdraw their Notes prior to the early tender time of 5 p.m., New York City time, on Nov. 29, 2005, will receive the Total Consideration, which includes an early tender premium of $30 per $1,000 in principal amount of Notes. Holders who tender Notes following that time will not receive the early tender premium. Holders who validly tender and do not validly withdraw their Notes will also be paid any accrued and unpaid interest from the last interest payment date up to, but not including, the settlement date.
"Holders may withdraw tenders of Notes prior to the early tender time, but except as otherwise provided in the Offer to Purchase, not thereafter.
"Settlement of the tender offer is expected to occur on the second business day following the expiration date. Cooper Tire expects to use available funds to purchase securities tendered pursuant to the tender offer. Cooper Tire has retained Banc of America Securites LLC to serve as Dealer Manager for the tender offer and Global Bondholder Services Corp. to serve as the depositary and information agent for the tender offer.
"Requests for documents may be directed to Global Bondholder Services Corp. by telephone at (866) 807-2200 or (212) 439-3774 or in writing at 65 Broadway -- Suite 704, New York, NY 10006. Questions regarding the tender offer may be directed to Banc of America Securities LLC at (866) 475-9886 or (704) 388-4603."
