Neenah Foundry extends change-of-control tender for 13% notes

By Jennifer Chiou

New York, July 24 - Neenah Foundry Co. announced the extension of the tender for its $100 million of 13% senior subordinated notes due 2013 to 5 p.m. ET on Aug. 28.

On June 1, the company announced it will be required to make a change-of-control tender offer for its $133.1 million of 11% senior secured notes due 2010 and the 13% notes.

The offer for the 11% still ends at 5 p.m. ET on July 24. The offers began on June 22.

As previously announced, the offers are required under the terms of the note indentures after Tontine Capital Partners LP bought stock and warrants for 48.4% of the common stock of ACP Holding Co., giving it a 53.8% stake on a fully diluted basis. ACP is the indirect parent of Neenah Foundry.

Under the note indenture, the tender will be at a price of 101% of par plus accrued interest and must begin within 30 days after the change of control, which occurred on May 26.

Neenah Foundry already said that it entered into an agreement with Tontine, under which about three days after the expiration of the offer, Neenah Foundry will cause Tontine Capital Partners to purchase all tendered 13% notes.

As of 1 p.m. ET on July 24, holders of $43.3 million of 13% notes had tendered their holdings.

The company added that after the start of the offer to purchase the 13% notes, some concerns were raised regarding whether the timing of the original offer complied with the timing requirements of the note indenture.

Although Neenah Foundry said it believes that the timing of the original offer was proper under the circumstances, in response to these concerns, it extended the offer to avoid doubt regarding performance of its obligations under the indenture.

Assuming a July 27 payment date, the company said it will pay $1,019.75 per $1,000 of principal amount of 13% notes, which includes accrued interest. If the payment date is Aug. 31, the company said the purchase price will be $1,031.67 per $1,000 principal amount of notes.

The company said that holders who wish to have their notes repurchased on the Aug. 31 payment date should tender their securities after July 24 but before the new deadline on Aug. 28.

Those who have already tendered their notes but would like the increased payout should contact the paying agent, the Bank of New York Trust Co., NA (call collect 212 815-6331 or fax 212 298-1915 by 5 p.m. ET on July 26.

Neenah is a Neenah, Wis.-based manufacturer of iron castings.

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