JLG Industries, Inc. Commences Cash Tender Offers and Consent Solicitations for Its Outstanding 8 1/4% Senior Notes Due 2008 and
06 Novembro 2006 - 6:25PM
Business Wire
JLG Industries, Inc. (NYSE:JLG) announced today that it has
commenced offers to purchase for cash any and all of its
outstanding 8 1/4% Senior Notes due 2008 (the �2008 Notes�) in an
aggregate principal amount of $89,545,000 and 8 3/8% Senior
Subordinated Notes due 2012 (the �2012 Notes� and, together with
the 2008 Notes, the �Notes�) in an aggregate principal amount of
$113,750,000. In connection with the offers, holders of the Notes
are being solicited to provide consents to certain amendments to
the indentures for the Notes that would eliminate most of the
restrictive covenants and events of default contained in the
indentures. JLG is making the offers as required by the Agreement
and Plan of Merger dated October 15, 2006 (the �Merger Agreement�),
by and among JLG, Oshkosh Truck Corporation and Steel Acquisition
Corp. The consent solicitations will expire at 5:00 p.m., New York
City time, on November 20, 2006 (the �Consent Deadline�), and the
offers will expire at midnight, New York City time, on December 5,
2006, in each case unless extended or earlier terminated by JLG. As
described in more detail in the Offer to Purchase and Consent
Solicitation Statement dated November 6, 2006, a copy of which will
be distributed to noteholders promptly, the total consideration for
each $1,000 principal amount of Notes validly tendered and accepted
for purchase by JLG will be calculated based upon a fixed spread of
50 basis points over the bid side yield on the 4.875% U.S. Treasury
Note due April 30, 2008, in the case of the 2008 Notes, and the
3.5% U.S. Treasury Note due May 31, 2007, in the case of the 2012
Notes. The foregoing total consideration for the Notes includes a
consent payment equal to $30 per $1,000 principal amount of Notes
tendered. Holders must validly tender their Notes on or before the
Consent Deadline in order to be eligible to receive the total
consideration, which includes the consent payment. Holders who
validly tender their Notes after the Consent Deadline and before
the expiration of the offers will only be eligible to receive an
amount equal to the total consideration minus the consent payment.
Additionally, holders whose Notes are purchased pursuant to the
offers will receive any accrued but unpaid interest for the period
up to but not including the payment date for the Notes. Completion
of the offers and consent solicitations is subject to the
satisfaction of certain conditions, including, but not limited to,
with respect to each series of Notes, receipt of valid tenders and
consents from at least a majority in principal amount of such
series of outstanding Notes not owned by JLG or any of its
affiliates and the consummation of the merger of Steel Acquisition
Corp. with and into JLG pursuant to the Merger Agreement.
Consummation of the merger is not conditioned upon completion of
the offers or the consent solicitations. The offers and consent
solicitations may be amended, extended or, under certain
conditions, terminated. However, pursuant to the Merger Agreement,
JLG cannot waive any condition to the offers without the prior
written consent of Oshkosh. A more comprehensive description of the
offers and the consent solicitations can be found in the Offer to
Purchase and Consent Solicitation Statement and the related Letter
of Transmittal dated November 6, 2006. The information agent for
the offers and consent solicitations is Innisfree M&A
Incorporated. The depositary for the offers is The Bank of New
York. The dealer managers for the offers and consent solicitation
agents for the consent solicitations are J.P. Morgan Securities
Inc. ((212) 270-3994, call collect) and Banc of America Securities
LLC ((704) 388-9217, call collect). The offer to purchase and
consent solicitation statement, letter of transmittal and consent
and related documents will be distributed to noteholders promptly.
Noteholders with questions or who would like additional copies of
the offer documents may call the information agent, Innisfree
M&A Incorporated, toll-free at (888) 750-5834. (Banks and
brokers may call collect at (212) 750-5833.) JLG Industries, Inc.
is the world�s leading producer of access equipment (aerial work
platforms and telehandlers). JLG�s diverse product portfolio
encompasses leading brands such as JLG� aerial work platforms; JLG,
SkyTrak�, Lull� and Gradall� telehandlers; and an array of
complementary accessories that increase the versatility and
efficiency of these products for end users. JLG markets its
products and services through a multi-channel approach that
includes a highly trained sales force and utilizes a broad range of
marketing techniques, integrated supply programs and a network of
distributors in the industrial, commercial, institutional and
construction markets. In addition, JLG offers world-class
after-sales service and support for its customers. JLG�s
manufacturing facilities are located in the United States, Belgium,
and France, with sales and service operations on six continents.
This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell
JLG�s 8 1/4% senior notes due 2008 or its 8 3/8% senior
subordinated notes due 2012. The offers and the consent
solicitations are being made only pursuant to the offer to purchase
and consent solicitation statement, letter of transmittal and
consent and related materials that JLG will be distributing to
noteholders promptly. Noteholders and investors should read
carefully the offer to purchase and consent solicitation statement,
letter of transmittal and consent and related materials because
they contain important information, including the various terms of
and conditions to, the offers and the consent solicitations. None
of JLG, Oshkosh, the dealer managers, the information agent or the
depositary makes any recommendation in connection with the offers
or the consent solicitations. JLG Industries, Inc. (NYSE:JLG)
announced today that it has commenced offers to purchase for cash
any and all of its outstanding 8 1/4% Senior Notes due 2008 (the
"2008 Notes") in an aggregate principal amount of $89,545,000 and 8
3/8% Senior Subordinated Notes due 2012 (the "2012 Notes" and,
together with the 2008 Notes, the "Notes") in an aggregate
principal amount of $113,750,000. In connection with the offers,
holders of the Notes are being solicited to provide consents to
certain amendments to the indentures for the Notes that would
eliminate most of the restrictive covenants and events of default
contained in the indentures. JLG is making the offers as required
by the Agreement and Plan of Merger dated October 15, 2006 (the
"Merger Agreement"), by and among JLG, Oshkosh Truck Corporation
and Steel Acquisition Corp. The consent solicitations will expire
at 5:00 p.m., New York City time, on November 20, 2006 (the
"Consent Deadline"), and the offers will expire at midnight, New
York City time, on December 5, 2006, in each case unless extended
or earlier terminated by JLG. As described in more detail in the
Offer to Purchase and Consent Solicitation Statement dated November
6, 2006, a copy of which will be distributed to noteholders
promptly, the total consideration for each $1,000 principal amount
of Notes validly tendered and accepted for purchase by JLG will be
calculated based upon a fixed spread of 50 basis points over the
bid side yield on the 4.875% U.S. Treasury Note due April 30, 2008,
in the case of the 2008 Notes, and the 3.5% U.S. Treasury Note due
May 31, 2007, in the case of the 2012 Notes. The foregoing total
consideration for the Notes includes a consent payment equal to $30
per $1,000 principal amount of Notes tendered. Holders must validly
tender their Notes on or before the Consent Deadline in order to be
eligible to receive the total consideration, which includes the
consent payment. Holders who validly tender their Notes after the
Consent Deadline and before the expiration of the offers will only
be eligible to receive an amount equal to the total consideration
minus the consent payment. Additionally, holders whose Notes are
purchased pursuant to the offers will receive any accrued but
unpaid interest for the period up to but not including the payment
date for the Notes. Completion of the offers and consent
solicitations is subject to the satisfaction of certain conditions,
including, but not limited to, with respect to each series of
Notes, receipt of valid tenders and consents from at least a
majority in principal amount of such series of outstanding Notes
not owned by JLG or any of its affiliates and the consummation of
the merger of Steel Acquisition Corp. with and into JLG pursuant to
the Merger Agreement. Consummation of the merger is not conditioned
upon completion of the offers or the consent solicitations. The
offers and consent solicitations may be amended, extended or, under
certain conditions, terminated. However, pursuant to the Merger
Agreement, JLG cannot waive any condition to the offers without the
prior written consent of Oshkosh. A more comprehensive description
of the offers and the consent solicitations can be found in the
Offer to Purchase and Consent Solicitation Statement and the
related Letter of Transmittal dated November 6, 2006. The
information agent for the offers and consent solicitations is
Innisfree M&A Incorporated. The depositary for the offers is
The Bank of New York. The dealer managers for the offers and
consent solicitation agents for the consent solicitations are J.P.
Morgan Securities Inc. ((212) 270-3994, call collect) and Banc of
America Securities LLC ((704) 388-9217, call collect). The offer to
purchase and consent solicitation statement, letter of transmittal
and consent and related documents will be distributed to
noteholders promptly. Noteholders with questions or who would like
additional copies of the offer documents may call the information
agent, Innisfree M&A Incorporated, toll-free at (888) 750-5834.
(Banks and brokers may call collect at (212) 750-5833.) JLG
Industries, Inc. is the world's leading producer of access
equipment (aerial work platforms and telehandlers). JLG's diverse
product portfolio encompasses leading brands such as JLG(R) aerial
work platforms; JLG, SkyTrak(R), Lull(R) and Gradall(R)
telehandlers; and an array of complementary accessories that
increase the versatility and efficiency of these products for end
users. JLG markets its products and services through a
multi-channel approach that includes a highly trained sales force
and utilizes a broad range of marketing techniques, integrated
supply programs and a network of distributors in the industrial,
commercial, institutional and construction markets. In addition,
JLG offers world-class after-sales service and support for its
customers. JLG's manufacturing facilities are located in the United
States, Belgium, and France, with sales and service operations on
six continents. This press release is for informational purposes
only and does not constitute an offer to buy or the solicitation of
an offer to sell JLG's 8 1/4% senior notes due 2008 or its 8 3/8%
senior subordinated notes due 2012. The offers and the consent
solicitations are being made only pursuant to the offer to purchase
and consent solicitation statement, letter of transmittal and
consent and related materials that JLG will be distributing to
noteholders promptly. Noteholders and investors should read
carefully the offer to purchase and consent solicitation statement,
letter of transmittal and consent and related materials because
they contain important information, including the various terms of
and conditions to, the offers and the consent solicitations. None
of JLG, Oshkosh, the dealer managers, the information agent or the
depositary makes any recommendation in connection with the offers
or the consent solicitations.
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