HOUSTON, May 12, 2011 / PRNewswire – Gundle/SLT Environmental, Inc. (the “Issuer”) today announced that it has commenced a cash tender offer and consent solicitation with respect to all of its outstanding $150,000,000 aggregate principal amount of 11% Senior Notes due 2012 (the “Notes”) on the terms and subject to the conditions set forth in the Issuer’s Offer to Purchase and Consent Solicitation Statement, dated as of May 12, 2011 (the “Offer to Purchase”).
In connection with the tender offer, the Issuer is soliciting consents from the holders of the Notes to certain proposed amendments to the indenture governing the Notes (the “Indenture”) that would eliminate substantially all of the restrictive covenants and certain events of default, and modify certain other provisions, contained in the Indenture (the “Proposed Amendments”). The Proposed Amendments will be effected by a supplemental indenture to the Indenture that is described in more detail in the Offer to Purchase. The supplemental indenture will not be executed unless and until the Issuer has received consents from holders of at least a majority in aggregate principal amount of the outstanding Notes (excluding Notes held by the Issuer or any of its affiliates) (the “Requisite Consents”), and the Proposed Amendments will not become operative until immediately prior to the consummation of certain refinancing transactions by the Issuer and unless the Issuer purchases any tendered Notes, in each case as described below. Holders who tender Notes will be deemed to consent to the Proposed Amendments, and holders who consent will be required to tender their Notes.
The tender offer and consent solicitation are subject to customary conditions, including, among others, the receipt of the Requisite Consents and the effectiveness of the Issuer’s proposed new senior secured credit facilities yielding net proceeds in an amount sufficient to refinance the Issuer’s existing revolving credit facility, fund all of the Issuer’s obligations under the tender offer and consent solicitation and pay related fees and expenses.
The tender offer will expire at 5:00 p.m., New York City time, on June 10, 2011, unless extended or earlier terminated by the Issuer (such date and time, as the same may be extended or earlier terminated, the “Expiration Date”). The consent solicitation will expire at 5:00 p.m., New York City time, on May 25, 2011, unless extended (such date and time, as the same may be extended, the “Consent Date”).
The total consideration for Notes validly tendered and related consents delivered on or before the Consent Date and accepted for payment will be $1,003.75 per $1,000 principal amount of such Notes, which includes a consent payment of $3.75 per $1,000 principal amount of such Notes.
If such Notes are accepted for purchase, the Issuer will pay the applicable total consideration, plus accrued and unpaid interest up to, but not including, the date of payment, on an early settlement date, which is expected to occur on or promptly after the Consent Date and the satisfaction or waiver of the conditions to the tender offer and consent solicitation.
The tender offer consideration for Notes validly tendered after the Consent Date but on or before the Expiration Date and accepted for payment will be $1,000 per $1,000 principal amount of such Notes.
If such Notes are accepted for purchase, the Issuer will pay the applicable tender offer consideration, plus accrued and unpaid interest up to, but not including, the date of payment, on a final settlement date, which is expected to occur promptly after the Expiration Date and the satisfaction or waiver of the conditions to the tender offer and consent solicitation.
Notes tendered and related consents delivered may be withdrawn at any time on or prior to the Consent Date. Notes tendered after the Consent Date, but on or prior to the Expiration Date, may not be withdrawn, except in limited circumstances where withdrawal rights are required by law.
Jefferies & Company, Inc. is acting as the dealer manager and solicitation agent and D.F. King & Co., Inc. is acting as the information agent and tender agent for the tender offer and consent solicitation. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 290-6429 (toll-free) or (212) 269-5550 (collect). Questions regarding the tender offer or consent solicitation may be directed to Jefferies & Company, Inc. at (888) 708-5831 (toll-free) or (203) 708-5831 (collect).
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell or a solicitation of consents with respect to any securities. The tender offer and consent solicitation are only being made pursuant to the terms of the Offer to Purchase. The tender offer and consent solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Issuer, the dealer manager and solicitation agent, the information agent and tender agent, the trustee under the Indenture or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consent to the proposed amendments.
About Gundle/SLT Environmental, Inc.
Gundle/SLT Environmental, Inc. is the world leader in providing geosynthetic lining solutions, products and services to satisfy the needs of domestic and international, municipal and private companies engaged in the waste management, mining, water and wastewater treatment, aquaculture and other industrial activities. www.gseworld.com
Safe Harbor Statement
Some of the statements in this news release constitute “forward-looking statements” that do not directly or exclusively relate to historical facts. The forward-looking statements made in this release reflect the Issuer’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, including known and unknown risks. Because actual results could differ materially from the Issuer’s intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this news release with caution. The Issuer does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
