MeadWestvaco Corporation Announces Cash Tender Offer for its 6.85% Notes Due 2012
* Reuters is not responsible for the content in this press release.
RICHMOND, Va.--(Business Wire)--
MeadWestvaco Corporation (NYSE:MWV) ("MeadWestvaco" or "MWV") today announced
the commencement of a cash tender offer for up to $250 million in aggregate
principal amount (the "Maximum Tender Amount") of its 6.85% Notes due 2012 (the
"2012 Notes").
The tender offer is being made pursuant to an Offer to Purchase dated August 17,
2009, and a related Letter of Transmittal which set forth in more detail the
terms and conditions of the tender offer. MWV reserves the right to increase the
Maximum Tender Amount subject to compliance with applicable law.
The tender offer will expire at 5:00 p.m., New York City time, on September 15,
2009, unless extended or earlier terminated (the "Expiration Date").
Holders of 2012 Notes that are validly tendered (and not validly withdrawn)
before 5:00 p.m., New York City time, on August 28, 2009 (the "Early Tender
Deadline"), and accepted for purchase will be eligible to receive the Full
Tender Offer Consideration (set forth in the table below), which includes the
Early Tender Premium (set forth in the table below). Holders of 2012 Notes
tendered after the Early Tender Deadline but before the Expiration Date and
accepted for purchase will receive the Late Tender Offer Consideration (set
forth in the table below), which does not include the Early Tender Premium.
Dollars per $1,000 Principal
Amount of Securities
Title of CUSIP No. Outstanding Maximum Early Early Tender Full Tender Late Tender
Security Principal Tender Tender Deadline Payment Offer Offer
Amount Amount Consideration Consideration
6.85% 583334 AA 5 $632,875,000 $250,000,000 5:00 p.m., $30 $1070 $1040
Notes August 28, 2009
due 2012
MWV`s obligation to accept for payment and to pay for the 2012 Notes in the
tender offer is subject to the satisfaction or waiver of a number of conditions,
including MWV`s having closed and received the net proceeds from its offering of
$250 million aggregate principal amount of its Notes due 2019 launched on August
17, 2009. The tender offer is not contingent upon the tender of any minimum
principal amount of the 2012 Notes. MWV reserves the right to waive any one or
more of the conditions at any time.
The "Settlement Date" will occur promptly after the Expiration Date. MWV
anticipates that the Settlement Date will be one business day following the
Expiration Date.
Payments for 2012 Notes purchased will include accrued and unpaid interest from,
and including, the last interest payment date for the 2012 Notes up to, but not
including, the Settlement Date.
If the aggregate principal amount of 2012 Notes validly tendered exceeds the
Maximum Tender Amount, the amount of 2012 Notes purchased will be prorated based
on the aggregate principal amount of 2012 Notes tendered, rounded down to the
nearest integral multiple of $1,000.
Tenders of the 2012 Notes may be withdrawn at any time prior to 5:00 p.m., New
York City time, on August 28, 2009, but may not be withdrawn thereafter.
MWV has retained Citi and UBS Securities LLC to serve as lead dealer managers
for the tender offer. Global Bondholder Services Corporation has been retained
to serve as the depositary and information agent.
For additional information regarding the terms of the tender offer, please
contact Citi at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or UBS
Securities LLC at (888) 719-4210 (toll free) or (203) 719-4210 (collect).
Requests for documents and questions regarding the tender of 2012 Notes may be
directed to Global Bondholder Services Corporation at (866) 540-1500 (toll free)
or (212) 430-3774 (collect).
The Offer to Purchase and the related Letter of Transmittal are expected to be
distributed to holders beginning today. Copies of the Offer to Purchase and the
Letter of Transmittal may also be obtained at no charge from Global Bondholder
Services Corporation.
None of MWV, its board of directors, the depositary and information agent, the
dealer managers or the trustee with respect to the 2012 Notes make any
recommendation as to whether holders of the 2012 Notes should tender or refrain
from tendering all or any portion of the principal amount of the 2012 Notes.
This announcement does not constitute an offer to buy or the solicitation of an
offer to sell securities. The tender offer is being made solely by means of the
Offer to Purchase and the related Letter of Transmittal. In those jurisdictions
where the securities, blue sky or other laws require the tender offer to be made
by a licensed broker or dealer, the tender offer will be deemed to be made on
behalf of MWV by the dealer managers or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
About MWV
MeadWestvaco Corporation (NYSE:MWV), provides packaging solutions to many of the
world`s most-admired brands in the healthcare, beauty and personal care, food,
beverage, media and entertainment, home and garden, tobacco, and commercial
print industries. The company's businesses also include Consumer & Office
Products, Specialty Chemicals, and the Community Development and Land Management
Group, which sustainably manages the company`s land holdings to support its
operations, and to provide for conservation, recreation and development
opportunities. With 21,000 employees worldwide, MWV operates in 30 countries and
serves customers in more than 100 nations. MWV manages all of its forestlands in
accordance with internationally recognized forest certification standards, and
has been named to the Dow Jones Sustainability World Index for the fifth
consecutive year.
Forward-looking Statements
Certain statements in this document and elsewhere by management of the company
that are neither reported financial results nor other historical information are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such information includes, without limitation,
the business outlook, assessment of market conditions, anticipated financial and
operating results, strategies, future plans, contingencies and contemplated
transactions of the company. Such forward-looking statements are not guarantees
of future performance and are subject to known and unknown risks, uncertainties
and other factors which may cause or contribute to actual results of company
operations, or the performance or achievements of each company, or industry
results, to differ materially from those expressed or implied by the
forward-looking statements. In addition to any such risks, uncertainties and
other factors discussed elsewhere herein, risks, uncertainties, and other
factors that could cause or contribute to actual results differing materially
from those expressed or implied for the forward-looking statements include, but
are not limited to, events or circumstances which affect the ability of
MeadWestvaco to realize improvements in operating earnings from the company`s
ongoing cost reduction initiatives; the ability of MeadWestvaco to close
announced and pending transactions, including divestitures; the reorganization
of the company`s packaging business units; competitive pricing for the company`s
products; impact from inflation on raw materials, energy and other costs;
fluctuations in demand and changes in production capacities; relative growth or
decline in the United States and international economies; government policies
and regulations, including, but not limited to those affecting the environment,
climate change, tax policies and the tobacco industry; the company`s continued
ability to reach agreement with its unionized employees on collective bargaining
agreements; the company`s ability to execute its plans to divest or otherwise
realize the greater value associated with its land holdings; adverse results in
current or future litigation; currency movements; volatility and further
deterioration of the capital markets; and other risk factors discussed in the
company`s Annual Report on Form 10-K for the year ended December 31, 2008,
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, and
in other filings made from time to time with the SEC. MeadWestvaco undertakes no
obligation to publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise. Investors are advised, however,
to consult any further disclosures made on related subjects in the company`s
reports filed with the SEC.
MeadWestvaco Corporation
Media Contact:
Alison von Puschendorf, +1-804-327-7284
mediainquiries@mwv.com
or
Investor Relations:
Jason Thompson, +1-804-201-2556
Copyright Business Wire 2009
http://www.businesswire.com/news/home/20090817005813/en
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.



Follow Reuters