AUBURN HILLS, Mich. (October 10, 2017) — TI Group Automotive Systems, L.L.C. and Omega US Sub, LLC (together, “TI Automotive”), today announced the commencement of a cash tender offer (the “Tender Offer”) for up to $229,500,000 aggregate principal amount of its outstanding 8.75% Senior Notes due 2023 (the “Notes”). The tender offer is being made pursuant to an Offer to Purchase and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal (the “Offer Documentation”), each dated October 10, 2017. In conjunction with the Tender Offer, TI Automotive is soliciting consents (“Consents”) from registered holders (“Holders”) of the Notes (the “Consent Solicitation”) to amend certain terms of the indenture governing the Notes (the “Indenture”). Adoption of the proposed amendment requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes. Holders may participate in the Tender Offer and the Consent Solicitation in either of two ways: (i) in both the Tender Offer and the Consent Solicitation or (ii) solely in the Consent Solicitation. Holders who validly tender their Notes will be deemed to consent to the proposed amendment to the Indenture.
The Tender Offer will expire at 11:59 p.m., New York City time, on November 6, 2017 (the “Expiration Date”), and the Consent Solicitation will expire at 5:00 p.m. New York City time, on October 23, 2017 (the “Early Tender/Consent Only Deadline”), in either case unless extended or earlier terminated. Tendered Notes may not be withdrawn, and Consents with respect to the Notes may not be revoked, after 5:00 p.m., New York City time, on October 23, 2017 (as may be extended, the “Withdrawal Deadline”).
Holders validly tendering, and not validly withdrawing, Notes on or before the Early Tender/Consent Only Deadline will be eligible to receive $1,088.75 per $1,000 principal amount of Notes (the “Total Consideration”), which includes an Early Tender Payment of $30.00 per $1,000 principal amount of the Notes, payable on the payment date and a consent payment of $1.25 per $1,000 principal amount of the Notes (the “Consent Payment”). Holders validly tendering, and not validly withdrawing, Notes after the Early Tender/Consent Only Deadline and on or before the Expiration Date will be eligible to receive only the Tender Offer Consideration, which represents the Total Consideration less the Early Tender Payment and any Consent Payment, payable on the payment date. In addition, holders whose Notes are accepted for payment in the Tender Offer will receive accrued and unpaid interest from and including the most recent interest payment date to, but not including, the payment date for their Notes purchased pursuant to the Tender Offer. Holders validly delivering, and not validly revoking, Consents on or before the Early Tender/Consent Only Deadline without tendering the related Notes pursuant to the Tender Offer will be eligible to receive the Consent Payment, payable on the payment date. The Consent Payment will also be payable to Holders who deliver consents by tendering Notes pursuant to the Tender Offer on or before the Early Tender/Consent Only Deadline. Even if Notes tendered by Holders are prorated, Holders will be deemed to have delivered Consents with respect to all Notes tendered at or before the Early Tender/Consent Only Deadline and will receive the Consent Payment in respect of all such Notes, including those returned to such Holders. Holders may revoke their Consents at any time prior to the Withdrawal Deadline.
If the conditions applicable to the Tender Offer and Consent Solicitation are not satisfied, including among other things, the consummation of the initial public offering and listing of ordinary shares of TI Fluid Systems Limited (“TIFS”) on the London Stock Exchange and the receipt of the required Consents to amend and supplement the indenture governing the Notes, and as more fully described in the Offer Documentation, TI Automotive may terminate, extend or amend either or both of the Tender Offer and the Consent Solicitation and the withdrawal deadlines thereunder.
The purpose of the Consent Solicitation is to obtain the requisite consents to approve an amendment to the Indenture so that TI Automotive can satisfy all of its financial reporting and other obligations otherwise contemplated by certain provisions of the Indenture by instead making available to the trustee of the Notes such annual reports, information, documents and other reports that TIFS is required to file or publish in accordance with the rules and regulations of the regulated national securities exchange on which it will be listed.
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 tiauto@dfking.com. 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 of the Notes 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.
Forward-Looking Statements
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 delivery of the requisite Consents to effect the proposed amendment to the Indenture 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.
