Holders who validly tender their Notes and provide their consents to the proposed amendments to the indenture governing the Notes prior to the consent payment deadline of 5:00 p.m. Holders who validly tender their Notes after the Consent Date, but on or prior to the Expiration Date, will receive $1,007.50
With respect to the Notes, following receipt of the consent of the holders of at least a majority in aggregate principal amount of such series of Notes and the Company’s acceptance for payment of such Notes, the Company will execute the supplemental indenture effecting the proposed amendments. Except in certain circumstances, any Notes tendered and consents delivered may not be withdrawn after the earlier of (i) the date on which the Minimum Consents Condition (as defined below) has been satisfied or (ii) the Consent Date (collectively, the “Withdrawal Date”).
The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, (i) the receipt of the consent of the holders of at least a majority in aggregate principal amount of the Notes (the “Minimum Consents Condition”) and (ii) the Company or an affiliate of the Company shall have entered into a new senior secured first lien term loan and revolving credit facility and a new secured second lien credit facility (collectively, the “Credit Facilities,” the entry into of which is referred to as the “Refinancing Condition”). There can be no assurance that the Credit Facilities will be consummated or that any other condition to the Offer will be satisfied. The Company reserves the right to waive any of the conditions to the Offer including, but not limited to, the Minimum Consents Condition and Refinancing Condition.
To the extent any Notes remain outstanding after the consummation of the Offer, the Company may redeem such Notes pursuant to the terms of the indenture governing the Notes. This press release does not constitute an offer to purchase the Notes, a solicitation of consents to amend the related indentures or a call for redemption. The tender offer and consent solicitation are made solely by means of the Offer to Purchase and the related Letter of Transmittal and Consent. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. MacDermid is a leading global provider of high value-added specialty chemicals and technical services. MacDermid serves the metals, plastics finishing, electronics, oil production and drilling, and graphics arts markets. MacDermid manufactures the following products: (1) high-tech chemical products used to enhance the appearance and performance of metals and plastics, (2) specialty chemicals used to manufacture complex printed circuit boards and other electronic devices, (3) lubricants and cleaning agents for the offshore oil drilling and production industry and (4) high performance photopolymer products and processes for the commercial printing, newspaper and packaging industries. Established in 1922, MacDermid employs over 2,000 people in operating facilities in over 24 countries. To learn more about MacDermid, please visit the Company’s website at http://www.macdermid.com. Court Square is one of the most experienced teams in the private equity industry. Since 1979, the team has made over 200 investments including several landmark transactions and has developed numerous businesses into leaders in their respective markets. Based in New York, NY This press release contains forward-looking statements which include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements are based upon the Company’s current plans and beliefs or current estimates of future results or trends. These forward-looking statements reflect the Company’s current views with respect to future events and are based on assumptions and subject to risks, uncertainties and other factors that may cause actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements. These factors include, but are not limited to: the success of any debt financings the Company may undertake on terms satisfactory to it; general economic and business conditions in the market in which the Company and its subsidiaries operate; changes in the Company’s or its subsidiaries’ competition; changes in government regulations affecting the Company, its subsidiaries and/or the chemical supply industry; changes in prices for specialty chemicals and technical services; and changes in business strategy and development plans.
Given these factors, we urge you to read the Offer to Purchase and related documents completely and with the understanding that actual future results may be materially different from what we plan or expect. All of the forward-looking statements made in this press release, including statements related to the Offer, including the Consent Date, Withdrawal Date, Expiration Date, and possible completion of the Tender Offer and Consent Solicitation, are qualified by these cautionary statements and investors are cautioned not to place undue reliance on these forward-looking statements. In addition, these forward-looking statements present our estimates and assumptions only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, except, with respect to the Offer, as specifically set forth in this press release or as otherwise required by law.