AUBURN HILLS, Mich. (October 24, 2017) — TI Group Automotive Systems, L.L.C. and Omega US Sub, LLC (together, “TI Automotive”), today announced the early results for the previously announced cash tender offer (the “Tender Offer”) for up to $229,500,000 aggregate principal amount (the “Maximum Tender Cap”) of its outstanding 8.75% Senior Notes due 2023 (the “Notes”). In conjunction with the Tender Offer, TI Automotive also solicited the consents (the “Consent Solicitation”) from registered holders of the Notes (“Holders”) to amend certain terms of the indenture governing the Notes (the “Indenture”).
An aggregate of $430,642,000 principal amount of the Notes, representing 95.7% of the outstanding Notes, had been tendered as of 5:00 p.m., New York City time, on October 23, 2017 (the “Early Tender/Consent Only Deadline”). Holders who validly tendered their Notes are deemed to have consented to the proposed amendment to the Indenture. In addition, an aggregate of $14,415,000 principal amount of the Notes, representing 3.2% of the outstanding Notes, participated only in the Consent Solicitation. As a result, the requisite consents to amend and supplement the Indenture governing the Notes have been obtained. Withdrawal rights for the Tender Offer and Consent Solicitation have expired. Notes tendered after the Early Tender/Consent Only Deadline will not be accepted for purchase by TI Automotive because Holders have already tendered Notes in an amount exceeding the Maximum Tender Cap.
The Tender Offer and Consent Solicitation is subject to certain conditions, including among other things, the consummation of the initial public offering (the “IPO”) and listing of ordinary shares of TI Fluid Systems plc (“TIFS”) on the London Stock Exchange, as more fully described in the Offer to Purchase and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal (the “Offer Documentation”), each dated October 10, 2017. If these conditions are satisfied, TI Automotive intends to (i) enter into a supplemental indenture with the trustee and guarantors of the Notes to effect the proposed amendment described in the Offer Documentation, (ii) deliver the consent payment of $1.25 per $1,000 principal amount of Notes to Holders who have only consented in the Consent Solicitation and the total consideration of $1,088.75 per $1,000 principal amount to Holders who have validly tendered their Notes in the Tender Offer and Consent Solicitation (after taking into account proration as described in the Offer Documentation) and (iii) rescind the conditional partial redemption notice issued to Holders on October 10, 2017 to redeem 40% of the Notes pursuant to the Indenture, in each case as soon as practicable following the consummation of the IPO.
TI Automotive has retained J.P. Morgan Securities and Goldman, Sachs & Co. to act as dealer managers and solicitation agents for the Tender Offer and Consent Solicitation and D.F. King & Co., Inc. to act as information agent and tender agent for the Tender Offer. Requests for documents may be directed to D.F. King & Co., Inc. at (877) 732-3619 (toll free) or (212) 269-5550 (collect) or email firstname.lastname@example.org. Questions regarding the Tender Offer or Consent Solicitation may be directed to J.P. Morgan Securities at (866) 834-4666 (toll free) or (212) 834-8553 (collect) or to Goldman, Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 357-1452.
This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a solicitation of consents of Holders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of TI Automotive, TIFS, or their respective subsidiaries or affiliates. The Tender Offer and Consent Solicitation are only being made pursuant to the terms of the Offer Documentation. No recommendation is being made as to whether Holders should tender Notes or consent to the proposed amendment. The Tender Offer and Consent Solicitation are not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable state or foreign securities or “blue sky” laws.
The offering and listing of ordinary shares of TIFS is restricted by law in certain jurisdictions. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any ordinary shares of TIFS to any person in any jurisdiction, including the United States. Such shares of TIFS have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of shares of TIFS in the United States.
About TI Automotive
TI Automotive and certain of its affiliates are a leading global manufacturer of automotive fluid storage, carrying and delivery systems, primarily providing products and services for light vehicles.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that TI Automotive expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual results may differ materially from those predicted as a result of factors over which TI Automotive has no control. Such factors include, but are not limited to: the completion of the Tender Offer and Consent Solicitation and the completion of the initial public offering of ordinary shares of TIFS on the London Stock Exchange. Except as required by applicable law, TI Automotive undertakes no obligation to publicly update or revise any forward-looking statements.