Solicitation for 10 3/8% Senior Secured Notes Due 2010 (CUSIP No.
449681AC9) and 9% Senior Notes Due 2014 (CUSIP No. 014477AA1) and Covenant
Defeasance of the 10 3/8% Senior Secured Notes Due 2010 and Legal
Defeasance of the 9% Senior Notes Due 2014
BEACHWOOD, Ohio, Aug. 1 /PRNewswire-FirstCall/ -- Aleris International,
Inc. ("Aleris") (NYSE: ARS) announced today that it has completed its
previously announced tender offer to purchase for cash any and all of its
outstanding 10 3/8% Senior Secured Notes Due 2010 (CUSIP No. 449681AC9)
(the "10 3/8% Notes") and 9% Senior Notes Due 2014 (CUSIP No. 014477AA1)
(the "9% Notes", and together with the 10 3/8% Notes, the "Notes"). The
tender offer expired at 5:00 p.m., New York City time, on July 31, 2006.
Through the expiration of the tender offer, $200,830,000 principal amount,
or 96.17%, of the outstanding principal amount of the 10 3/8% Notes and
$124,910,000 principal amount, or 99.93%, of the outstanding principal
amount of the 9% Notes, and the consents related thereto, have been validly
tendered. Aleris has accepted for purchase all of the Notes validly
tendered prior to the expiration of the tender offer and the related
consents.
As previously announced on July 14, 2006, the requisite consents were
received to eliminate or make less restrictive substantially all of the
restrictive covenants and events of default and certain related provisions
contained in the indentures governing the Notes. As a result of obtaining
the requisite consents, Aleris executed and delivered supplemental
indentures setting forth the amendments to the indentures governing the
Notes. The supplemental indentures provide that the amendments to the
indentures have become operative as a result of Aleris having accepted for
purchase pursuant to the tender offer the validly tendered Notes.
Each holder who tendered the 10 3/8% Notes and related consents on or
before the consent date will receive $1,100.78 per $1,000 principal amount
of the 10 3/8% Notes, which includes a $20 consent payment, and each holder
who tendered the 10 3/8% Notes and related consents after the consent date
but on or before the expiration date will receive $1,080.78 per $1,000
principal amount of the 10 3/8% Notes. Each holder who tendered the 9%
Notes and related consents on or before the consent date will receive
$1,134.96 per $1,000 principal amount of the 9% Notes, which includes a $20
consent payment, and each holder who tendered the 9% Notes and related
consents after the consent date but on or before the expiration date will
receive $1,114.96 per $1,000 principal amount of the 9% Notes. Holders of
the Notes tendered and accepted for payment pursuant to the Offer also will
be paid accrued and unpaid interest on their Notes to, but not including,
the applicable payment date.
In addition, Aleris also today announced that it is depositing funds
with JPMorgan Chase Bank, N.A., as trustee under the indenture for the 10
3/8% Notes to effect a covenant defeasance, which terminated its
obligations with respect to substantially all of the remaining restrictive
covenants on the 10 3/8% Notes, and is depositing funds with LaSalle Bank
National Association, as trustee under the indenture for the 9% Notes to
effect a legal defeasance, which resulted in Aleris being discharged from
its obligations under the 9% Notes and the indenture governing the 9%
Notes.
Deutsche Bank Securities Inc. acted as dealer manager for the tender
offer and as the solicitation agent for the consent solicitation and
Mackenzie Partners, Inc. was the depositary and information agent.
Aleris International, Inc. is a global leader in aluminum rolled
products and extrusions, aluminum recycling and specification alloy
production. The Company is also a recycler of zinc and a leading U.S.
manufacturer of zinc metal and value-added zinc products that include zinc
oxide and zinc dust. Headquartered in Beachwood, Ohio, a suburb of
Cleveland, the Company operates 50 production facilities in North America,
Europe, South America and Asia, and employs approximately 8,600 employees.
For more information about Aleris, please visit our Web site at
http://www.aleris.com.
SAFE HARBOR REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking statements made in this news release are made pursuant
to the safe harbor provision of the Private Securities Litigation Reform
Act of 1995. These include statements that contain words such as "believe,"
"expect," "anticipate," "intend," "estimate," "should" and similar
expressions intended to connote future events and circumstances, and
include statements regarding future actual and adjusted earnings and
earnings per share; future improvements in margins, processing volumes and
pricing; overall 2006 operating performance; anticipated higher adjusted
effective tax rates; expected cost savings; success in integrating Aleris's
recent acquisitions, including the acquisition of the downstream aluminum
businesses of Corus Group plc; its future growth; an anticipated favorable
economic environment in 2006; future benefits from acquisitions and new
products; expected benefits from changes in the industry landscape and
post-hurricane reconstruction; and anticipated synergies resulting from the
merger with Commonwealth, the acquisition of the downstream aluminum
businesses of Corus Group plc and other acquisitions. Investors are
cautioned that all forward-looking statements involve risks and
uncertainties, and that actual results could differ materially from those
described in the forward-looking statements. These risks and uncertainties
would include, without limitation, Aleris's levels of indebtedness and debt
service obligations; its ability to effectively integrate the business and
operations of its acquisition; further slowdowns in automotive production
in the U.S. and Europe; the financial condition of Aleris's customers and
future bankruptcies and defaults by major customers; the availability at
favorable cost of aluminum scrap and other metal supplies that the Company
processes; the ability of the Company to enter into effective metals,
natural gas and other commodity derivatives; continued increases in natural
gas and other fuel costs of the Company; a weakening in industrial demand
resulting from a decline in U.S. or world economic conditions, including
any decline caused by terrorist activities or other unanticipated events;
future utilized capacity of the Company's various facilities; a
continuation of building and construction customers and distribution
customers reducing their inventory levels and reducing the volume of the
Company's shipments; restrictions on and future levels and timing of
capital expenditures; retention of the Company's major customers; the
timing and amounts of collections; currency exchange fluctuations; future
write-downs or impairment charges which may be required because of the
occurrence of some of the uncertainties listed above; and other risks
listed in the Company's filings with the Securities and Exchange Commission
(the "SEC"), including but not limited to the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2005, and quarterly report
on Form 10-Q for the quarter ended March 31, 2006, particularly the
sections entitled "Risk Factors" contained therein and in the section
entitled "Risk Factors" contained in the Company's Current Report on Form
8-K filed with the SEC on June 30, 2006.
(Logo: http://www.newscom.com/cgi-bin/prnh/20050504/CLW056LOGO)
SOURCE Aleris International, Inc.
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Related links:
http://aleris.com
Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20050504/CLW056LOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
Michael D. Friday of Aleris International,
Inc., +1-216-910-3503
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