Joy Global seeks consents to amend 5 1/8%, 6 5/8% notes for merger

By Susanna Moon

Chicago, Jan. 10 – Joy Global Inc. has begun a consent solicitation for its $500 million principal amount of 5 1/8% senior notes due 2021 and its $150 million principal amount of 6 5/8% senior notes due 2036.

Joy is soliciting consents to amend the notes in connection with its planned acquisition by Komatsu America Corp., according to a company announcement.

Specifically, the company is looking to modify the reporting covenant so that, after the merger, if Komatsu decides to provide an unconditional guarantee of Joy Global’s payment obligations under the notes indenture, Komatsu will post financial reports in lieu of Joy Global as long as Komatsu’s guarantee remains in force.

The consent solicitation will end at 5 p.m. ET on Jan. 23. Holders must be of record as of 5 p.m. ET on Jan. 9.

The solicitation is contingent on securing consents for a majority of the outstanding notes, voting together as a single class.

If the conditions are met and the merger closes, Joy Global said it will pay to each holder who has given consents in favor of the proposed amendments $2.50 for each $1,000 principal amount in cash.

For questions, call Mizuho Securities USA Inc. at 866 271-7403 or 212 205-7736.

D.F. King & Co., Inc. (800 967-5019, 212 269-5550 or joy@dfking.com) is the information agent and tabulation agent.

Joy Global is a Milwaukee-based mining services company.

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