Mauser Announces Final Results of Exchange Offer and Consent Solicitation

OAK BROOK, Ill., Feb. 23, 2023 /PRNewswire/ -- Mauser Packaging Solutions Holding Company ("Mauser") today announced the final results of its offer to exchange any and all $1,350 million of its outstanding principal amount of 7.25% Senior Notes due 2025 (the "Old Notes") for newly issued 9.25% Senior Secured Second Lien Notes due 2027 (the "New Notes"), upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated January 25, 2023 (the "Exchange Offer").

As of 11:59 p.m. New York City time on February 22, 2023 (the "Expiration Time"), a total of $1,344,186,000 principal amount of Old Notes had been validly tendered in the Exchange Offer, representing approximately 99.6% of the outstanding Old Notes, which includes the $1,329,916,000 aggregate principal amount of Old Notes previously validly tendered and not validly withdrawn on or before 5:00 p.m. New York City time on February 7, 2023 (the "Early Tender Time"), and previously accepted by Mauser for exchange on February 10, 2023.

Eligible holders who validly tendered their Old Notes after the Early Tender Time but on or prior to the Expiration Time and whose Old Notes were accepted for exchange will receive $950 principal amount of New Notes per $1,000 principal amount of Old Notes tendered. All eligible holders whose Old Notes were accepted for exchange received or will receive, as applicable, accrued and unpaid interest in cash from the last interest payment date to, but not including, the applicable settlement date for the Exchange Offer. The final settlement date for the Exchange Offer is expected to occur on February 23, 2023.

Mauser had previously received consents sufficient to approve the proposed amendments (the "Proposed Amendments") to the indenture governing the Old Notes (the "Consent Solicitation"). Accordingly, Mauser and the trustee for the Old Notes entered into a supplemental indenture containing such Proposed Amendments, and the Proposed Amendments became operative, concurrent with the settlement of Old Notes accepted for tender at the Early Tender Time, which occurred on February 10, 2023.

BofA Securities, Inc. acted as Dealer Manager and Solicitation Agent for the Exchange Offer and the Consent Solicitation. D.F. King & Co., Inc. acted as Exchange Agent and Information Agent for the Exchange Offer and the Consent Solicitation. PJT Partners LP acted as financial advisor in connection with the Exchange Offer and Consent Solicitation. 

Documents relating to the Exchange Offer and Consent Solicitation were distributed only to eligible holders who completed and returned an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or not a "U.S. person" under Rule 902 under the Securities Act.

The New Notes are not and will not be registered under the Securities Act or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and issued only to persons (i) reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii) who are not "U.S. persons" (as defined in Rule 902 under the Securities Act). Non U.S.-persons may also be subject to additional eligibility criteria.

The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the Exchange Offer and Consent Solicitation. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offer and Consent Solicitation is only being made pursuant to the Confidential Offering Memorandum and Consent Solicitation Statement related to the Exchange Offer and the related letter of transmittal. The Exchange Offer is not being made to holders of Old 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.

This press release contains information that could constitute forward-looking statements. All statements other than statements of historical fact contained in this press release, including, but not limited to, statements regarding whether we will consummate the Exchange Offer and Consent Solicitation, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "will," "intend," "expect," "anticipate," "should," "could" and words or expressions of similar meaning. Such forward-looking information is based on certain current assumptions and analysis made by Mauser in light of its experience and perception of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to Mauser's expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from Mauser's expectations. Other factors which could materially affect such forward-looking information are described in the risk factors detailed in the Confidential Offering Memorandum and Consent Solicitation Statement related to the Exchange Offer. Forward-looking statements only speak as of the date hereof and Mauser assumes no obligation to update any written or oral forward-looking statement made by Mauser or on its behalf as a result of new information, future events or other factors, except as required by law.

Mauser is a leading global supplier of rigid packaging products and services. Mauser manufactures and distributes rigid metal, plastic and fiber containers, IBCs and reconditioned IBCs, steel drums and plastic drums, primarily to manufacturers of industrial and consumer products for use as packaging. Mauser serves its customers through its expansive footprint in over 20 countries.

SOURCE Mauser Packaging Solutions Holding Company