Lubrizol sets pricing in tender for Noveon's 11% notes

New York, June 3 - Lubrizol Corp. said it will pay $1,189.93 per $1,000 principal amount for Noveon Inc.'s 11% subordinated notes to holders who tender by the consent deadline.

The figure assumes a payment date of June 7.

Lubrizol added that it closed on its purchase of Noveon Thursday.

Lubrizol announced on May 7 that it had begun a cash tender offer for all of Noveon's 11% subordinated notes and a consent solicitation to amend the note indenture.

Cleveland-based Lubrizol previously announced an agreement to acquire Noveon's parent company.

For each $1,000 principal amount of the notes, Lubrizol will pay the present value of the notes' $1,055 redemption price at their first call date of March 15, 2006 and all scheduled interest payments from the payment date to March 15, 2006, discounted at a rate of 50 basis points over the yield on the 1.625% U.S. Treasury note due Feb. 28, 2006. From this total, accrued interest up to but not including the payment date and the $20 consent payment will be deducted.

Holders who tender by the consent deadline of 5 p.m. ET on May 20 will then receive the $20 consent payment.

All holders will also receive accrued interest up to but not including the payment date.

The tender expires at 11:59 p.m. ET on June 4.

The consent solicitation is to eliminate certain restrictive covenants and events of default.

Conditions to the offer include Lubrizol's completion of its acquisition of Noveon, the receipt by Lubrizol of the consent of its lenders to the completion of the offer or its entering into new credit facilities that permit completion of the offer, the tender of, and the receipt of consents from holders of, at least a majority of the notes, the execution of a supplemental indenture amending the note indenture, and other customary conditions.

Citigroup is the dealer manager and solicitation agent (800 558-3745 or 212 723-6106). Global Bondholder Services Corp. is the information agent (212 430-3774).

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