Business News
MeadWestvaco Corporation Announces Cash Tender Offer for its 6.85% Notes Due 2012
Tuesday 18. August 2009 - MeadWestvaco Corporation (NYSE:MWV) ("MeadWestvaco" or "MWV") today announced the commencement of a cash tender offer for up to $250 million in aggregate principal amount (the "Maximum Tender Amount") of its 6.85% Notes due 2012 (the "2012 Notes").
The tender offer is being made pursuant to an Offer to Purchase dated August 17, 2009, and a related Letter of Transmittal which set forth in more detail the terms and conditions of the tender offer. MWV reserves the right to increase the Maximum Tender Amount subject to compliance with applicable law.
The tender offer will expire at 5:00 p.m., New York City time, on September 15, 2009, unless extended or earlier terminated (the “Expiration Date”).
Holders of 2012 Notes that are validly tendered (and not validly withdrawn) before 5:00 p.m., New York City time, on August 28, 2009 (the “Early Tender Deadline”), and accepted for purchase will be eligible to receive the Full Tender Offer Consideration (set forth in the table below), which includes the Early Tender Premium (set forth in the table below). Holders of 2012 Notes tendered after the Early Tender Deadline but before the Expiration Date and accepted for purchase will receive the Late Tender Offer Consideration (set forth in the table below), which does not include the Early Tender Premium.
Dollars per $1,000 Principal
Amount of Securities
Title of
Security
CUSIP No.
Outstanding
Principal
Amount
Maximum
Tender
Amount
Early
Tender Deadline
Early Tender
Payment
Full Tender
Offer
Consideration
Late Tender
Offer
Consideration
6.85%
Notes
due 2012
583334 AA 5
$632,875,000
$250,000,000
5:00 p.m.,
August 28, 2009
$30
$1070
$1040
MWVs obligation to accept for payment and to pay for the 2012 Notes in the tender offer is subject to the satisfaction or waiver of a number of conditions, including MWVs having closed and received the net proceeds from its offering of $250 million aggregate principal amount of its Notes due 2019 launched on August 17, 2009. The tender offer is not contingent upon the tender of any minimum principal amount of the 2012 Notes. MWV reserves the right to waive any one or more of the conditions at any time.
The “Settlement Date” will occur promptly after the Expiration Date. MWV anticipates that the Settlement Date will be one business day following the Expiration Date.
Payments for 2012 Notes purchased will include accrued and unpaid interest from, and including, the last interest payment date for the 2012 Notes up to, but not including, the Settlement Date.
If the aggregate principal amount of 2012 Notes validly tendered exceeds the Maximum Tender Amount, the amount of 2012 Notes purchased will be prorated based on the aggregate principal amount of 2012 Notes tendered, rounded down to the nearest integral multiple of $1,000.
Tenders of the 2012 Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on August 28, 2009, but may not be withdrawn thereafter.
MWV has retained Citi and UBS Securities LLC to serve as lead dealer managers for the tender offer. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent.
For additional information regarding the terms of the tender offer, please contact Citi at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or UBS Securities LLC at (888) 719-4210 (toll free) or (203) 719-4210 (collect). Requests for documents and questions regarding the tender of 2012 Notes may be directed to Global Bondholder Services Corporation at (866) 540-1500 (toll free) or (212) 430-3774 (collect).
The Offer to Purchase and the related Letter of Transmittal are expected to be distributed to holders beginning today. Copies of the Offer to Purchase and the Letter of Transmittal may also be obtained at no charge from Global Bondholder Services Corporation.
None of MWV, its board of directors, the depositary and information agent, the dealer managers or the trustee with respect to the 2012 Notes make any recommendation as to whether holders of the 2012 Notes should tender or refrain from tendering all or any portion of the principal amount of the 2012 Notes.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell securities. The tender offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal. In those jurisdictions where the securities, blue sky or other laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed to be made on behalf of MWV by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.