The Auto Channel
The Largest Independent Automotive Research Resource
The Largest Independent Automotive Research Resource
Official Website of the New Car Buyer

Metaldyne Announces Intention to Accept Tendered Bonds


PHOTO (select to view enlarged photo)

PLYMOUTH, Mich., November 25, 2008: Metaldyne Corporation today announced it expects the conditions to its previously announced tender offer to purchase all of its outstanding 10% Senior Notes due 2013 ("2013 Bonds") and 11% Senior Subordinated Notes due 2012 ("2012 Bonds" and together with the 2013 Bonds, the "Bonds") will be satisfied or waived on or about Tuesday, November 25, 2008. Metaldyne therefore expects to accept for payment, and pay for, the Bonds validly tendered at or prior to 12:00 midnight, New York City time, on November 18, 2008 (the "Early Participation Deadline") at such time.

According to The Bank of New York Mellon Trust Company, N.A., the depositary for the tender offer, as of the Early Participation Deadline, a total of $137,614,000 in aggregate principal amount of 2013 Bonds, representing approximately 96.76% of the outstanding 2013 Bonds, and $215,906,000 in aggregate principal amount of 2012 Bonds, representing approximately 86.36% of the outstanding 2012 Bonds, were validly tendered prior to the Early Participation Deadline. This represents approximately 90.13% of the combined aggregate principal amount of the 2013 Bonds and 2012 Bonds.

Metaldyne said it has decided to waive the condition that 95% of the aggregate principal amount of the Bonds must be tendered.

"We are very pleased to have had this excellent level of participation by our bondholders to tender early in this process," said Thomas A. Amato, chairman and CEO of Metaldyne and co-CEO of Asahi Tec. "As a result of accepting the tendered Bonds for payment, Metaldyne will significantly de-leverage its balance sheet and reduce its annualized cash interest expenses as compared to current levels, ultimately benefiting our customers, suppliers, employees and shareholders."

Metaldyne also announced it has received the requisite consents from holders of more than two-thirds of the aggregate principal amount of each of the 2013 Bonds and 2012 Bonds with respect to the proposed amendments to the relevant indentures. Consequently, Metaldyne expects it and the trustees will execute supplemental indentures relating to the Bonds that remain outstanding that will (i) eliminate substantially all of the restrictive covenants and certain events of default in the relevant indentures pursuant to which the Bonds were issued and (ii) release all of the collateral securing the Bonds. The supplemental indentures will become operative once payment is made for the accepted Bonds.

Metaldyne also announced it expects the other conditions to the tender offer will be satisfied or waived as of November 25, 2008. In particular, Metaldyne has received the required funds from RHJ International, Asahi Tec's largest shareholder, on behalf of Metaldyne's parent company, Asahi Tec, and from certain of its customers. Assuming satisfaction or waiver of the conditions, Metaldyne expects to make payment for the Bonds validly tendered prior to the Early Participation Deadline and accepted for payment, on or about November 25, 2008.

As previously announced, the early purchase prices for each $1,000 principal amount of Bonds validly tendered at or prior to the Early Participation Deadline is $270.18 in the case of the 2013 Bonds and $106.30 in the case of the 2012 Bonds. Each early purchase price includes payment in respect of all accrued and unpaid interest from the last payment date in respect of the applicable Bonds to and including the date of payment, including, in the case of the 2013 Bonds, interest payable in respect of the November 1, 2008 interest payment date. The aggregate consideration for Bonds accepted for payment as of the Early Participation Deadline is expected to be approximately $60.1 million.

The tender offer will continue to remain open until 12:00 midnight, New York City time, on November 26, 2008. Bonds that are validly tendered after the Early Participation Deadline and prior to such expiration time and accepted for payment will receive the final purchase prices, which are $265.18 per $1,000 principal amount in the case of the 2013 Bonds and $101.30 per $1,000 principal amount in the case of the 2012 Bonds.

Bonds that are validly tendered and accepted will be cancelled and will no longer be deemed to be outstanding. Accordingly, acceptances to the proposed plan of reorganization solicited by Metaldyne and delivered by tendering record date holders will be disregarded.

"Since January we have taken significant steps to reduce structural costs, balance capacity with declining vehicle production in North America and create a more agile and streamlined organization focused on core products," Amato said.

In addition to launching the tender offer described above, Metaldyne has also:

  -- Focused its product lines and organizational structure;
  -- Significantly reduced corporate costs;
  -- Flexed structural costs at its operations;
  -- Focused and reduced capital spending; and
  -- Accelerated the closure of three Chassis facilities and announced the
     closure of a Powertrain aluminum die casting operation.

Further details regarding the tender offer, consent solicitation and acceptance solicitation are available on Metaldyne's current report on the equivalent of Form 8-K dated October 29, 2008, which is posted on Metaldyne's website www.metaldyne.com . Requests for tender offer documents may be directed to The BMC Group, Inc., the Information and Voting Agent, at (310) 321-5541 or (888) 900-0100 (toll free).