WILMINGTON, DE, MARCH 8, 2006 . . .
Hercules Incorporated today announced that it is commencing
an offer to purchase for cash (the “Offer”) any and all of
its outstanding $118,968,000 in aggregate principal amount
11.125% Senior Notes due 2007 (CUSIP Nos. 427056AY2 and
427056AW6) (the “Notes”) on the terms and subject to the
conditions set forth in its Offer to Purchase and Consent
Solicitation Statement (the “Statement”) dated March 8,
2006. The Company also is soliciting consents to certain
proposed amendments to the indenture governing the Notes.
A portion of the funds required by the Company to finance
the Offer are expected to be generated by the pending sale
of the Company’s 51% interest in FiberVisions Delaware
Corporation to SPG/FV Investor LLC (the “Asset Sale”). The
Asset Sale cannot be completed until certain customary
conditions are satisfied. It is anticipated that the Asset
Sale will be completed on or about March 31, 2006.
The purpose of the Offer is to acquire all of the issued and
outstanding Notes and to amend or eliminate the principal
restrictive covenants, certain events of default and other
provisions contained in the Indenture in order to enhance
the business, operational and financial flexibility of the
Company and its subsidiaries.
If all conditions to the tender offer and consent
solicitation are satisfied, holders of the Notes who validly
tender their Notes pursuant to the offer and validly deliver
their consents pursuant to the solicitation by 5:00 p.m.,
New York City time, March 21, 2006 (the "Consent Date"),
(and do not validly withdraw their Notes or revoke their
consents by such date), will be paid the total consideration
for each $1,000 principal amount of the Notes, which is
equal to the present value (minus accrued interest) of (a)
$1,000 per $1,000 principal amount of the Notes, the amount
payable on November 15, 2007, the stated maturity date (the
"Maturity Date") and (b) an amount equal to the interest
that would have been paid on the Notes from the date of
payment up to and including the Maturity Date, in each case
determined on the basis of a yield to the Maturity Date
equal to the sum of (i) the yield of a 3.00% U.S. Treasury
Note due November 15, 2007, plus (ii) a fixed spread of 50
basis points. In addition, holders who validly tender and do
not validly withdraw their Notes in the tender offer will
receive accrued and unpaid interest from the last interest
payment date up to, but not including, the date of payment.
In connection with the tender offer, the Company is
soliciting consents to certain proposed amendments to
eliminate substantially all of the restrictive covenants in
the indenture governing the Notes and certain other
provisions. The Company is offering to make a consent
payment of $20 per $1,000 principal amount of the Notes
(which is included in the total consideration described
above) to holders who validly tender their Notes prior to
the Consent Date. Holders who tender their Notes after the
Consent Date will not receive the consent payment. Holders
may not tender their Notes without delivering consents and
may not deliver consents without tendering their Notes. The
tender offer is scheduled to expire at 5:00 p.m., New York
City time, on April 5, 2006, unless otherwise extended or
earlier terminated (the "Expiration Date"). Subject to the
terms and conditions of the tender offer, payment for any
Notes tendered will be made promptly after the Expiration
Date.
The Company will not be required to purchase any of the
Notes tendered or pay any consent payments unless certain
conditions have been satisfied, including the valid tender
of a majority in aggregate principal amount of the Notes
outstanding and the valid delivery of the accompanying
consents, the execution and delivery of a supplemental
indenture and the receipt of net cash proceeds of at least
$100 million from the Asset Sale.
This announcement is not an offer to purchase, a
solicitation of an offer to sell or a solicitation of
consent with respect to any Notes. The full terms of the
tender offer and the consent solicitation are set forth in
the Statement, and in the related Consent and Letter of
Transmittal.
Credit Suisse Securities (USA) LLC ("Credit Suisse") and
Wachovia Capital Markets LLC (“Wachovia Securities") are the
Dealer Managers and Solicitation Agents for the tender offer
and consent solicitation. Questions regarding the tender
offer and consent solicitation should be directed to:
Credit Suisse
Attn: Liability Management Group at (800) 820-1653 (Toll
Free) or (212) 325-7596
or
Wachovia Securities
Attn: Liability Management Group at (866) 309-6316 (Toll
Free) or (704) 715-8341
Requests for documents should be directed to Mellon Investor
Services LLC, the Information Agent for the tender offer and
consent solicitation, 480 Washington Boulevard, Jersey City,
New Jersey 07310 or (877) 698-6867 (Toll Free).
# # #
Hercules manufactures and markets chemical specialties
globally for making a variety of products for home, office
and industrial markets. For more information, visit the
Hercules website at www.herc.com.
This news release includes forward-looking statements, as
defined in the Private Securities Litigation Reform Act of
1995, reflecting management's current analysis and
expectations, based on what management believes to be
reasonable assumptions. Forward-looking statements may
involve known or unknown risks, uncertainties and other
factors, which may cause the actual results to differ
materially from those projected, stated or implied depending
on such factors as: ability to raise capital, ability to
refinance, ability to execute divestitures, asset
dispositions, and adverse legal and regulatory developments.
Accordingly, there can be no assurance that the Company will
meet future results, performance or achievements expressed
or implied by such forward-looking statements. As
appropriate, additional factors are contained in other
reports filed by the Company with the Securities and
exchange Commission. This paragraph is included to provide
safe harbor for forward-looking statements, which are not
generally required to be publicly revised as circumstances
change, and which the Company does not intend to update.