Consumables

MacDermid, Incorporated Announces Receipt of Requisite Consents in Tender Offer and Consent Solicitation for 9 1/2% Senior Subordinated Notes due 2017

Monday 10. June 2013 - MacDermid, Incorporated ("MacDermid" or the "Company"), a leading global manufacturer of specialty chemicals to the electronics, industrial, offshore and printing industries, announced today the results to date of the cash tender offer for any and all of the outstanding $350,000,000 in aggregate principal amount of its 9½% Senior Subordinated Notes due 2017 (the "Notes") and the related solicitation of consents to certain amendments (the "Proposed Amendments") to the indenture governing the Notes to eliminate substantially all of the restrictive covenants and certain events of default contained therein.

Full details of the terms and conditions of the tender offer and the consent solicitation are included in the Offer to Purchase and Consent Solicitation Statement of the Purchaser dated May 22, 2013 (the “Offer to Purchase”).
As of 5:00 p.m., New York City time, on June 5, 2013 (the “Consent Date”), which was the deadline for holders who desired to receive the cash consent payment to tender their Notes and deliver their consents, the Purchaser had received tenders and consents for $249,519,000 aggregate principal amount of the Notes, representing 71.29% of the outstanding Notes.
Accordingly, the requisite consents to adopt the Proposed Amendments to the indenture pursuant to which the Notes were issued have been received. The Proposed Amendments will be effected pursuant to a supplemental indenture executed on June 6, 2013 by the Company and The Bank of New York Mellon (as successor to The Bank of New York), as trustee.
Although the supplemental indenture became effective and binding immediately upon its execution, the Proposed Amendments will not become operative unless and until the Purchaser accepts the Notes tendered for purchase and payment pursuant to the terms of the Offer to Purchase. Consummation of the tender offer and payment of the tender offer consideration or the total consideration, as applicable, are subject to the satisfaction or waiver of various conditions as further detailed in the Offer to Purchase, including the Company or an affiliate of the Company having 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”)
Under the terms of the tender offer, the Company is offering to purchase the outstanding Notes for a total consideration, per each $1,000 principal amount of Notes validly tendered and accepted for payment, equal to $1,037.50. Holders who validly tendered (and did not validly withdraw) their Notes prior to the Consent Date will be eligible to receive the total consideration. Holders who validly tender (and do not validly withdraw) their Notes after the Consent Date and prior to 11:59 p.m., New York City time, on June 19, 2013 (the “Expiration Date”), will be eligible to receive the tender offer consideration, which equals the total consideration minus the consent payment of $30.00 per $1,000 principal amount of the Notes. Notes tendered pursuant to the tender offer and consents delivered pursuant to the solicitation may not be validly withdrawn after the Consent Date, except upon limited circumstances as are set forth in the Offer to Purchase.
The Company reserves the right, at any time following the Consent Date but prior to the Expiration Date (the “Early Acceptance Time”), to accept for purchase all the Notes validly tendered prior to the Early Acceptance Time. If the Company elects to exercise this option, it will pay the total consideration or tender offer consideration, as applicable, for the Notes accepted for purchase at the Early Acceptance Time on such date (the “Early Payment Date”) promptly following the Early Acceptance Time. In addition, on the Early Payment Date, if any, the Purchaser will pay accrued and unpaid interest up to, but not including, the Early Payment Date, on the Notes accepted for purchase at the Early Acceptance Time.
Subject to the terms and conditions of the tender offer, the Company will, at such time after the Expiration Date (the “Final Acceptance Time”), accept for purchase all the Notes validly tendered prior to the Expiration Date (or if the Purchaser has exercised its early purchase option described above, all the Notes validly tendered after the Early Acceptance Time and prior to the Expiration Date). The Company will pay the total consideration or the tender offer consideration, as applicable, for the Notes accepted for purchase at the Final Acceptance Time on such date (the “Final Payment Date”) promptly following the Final Acceptance Time. In addition, on the Final Payment Date, the Company will pay accrued and unpaid interest up to, but not including, the Final Payment Date, on the Notes accepted for purchase at the Final Acceptance Time.
To the extent any Notes remain outstanding after the Final Payment Date, the Company may redeem such Notes pursuant to the terms of the indenture governing the Notes.
The Company has engaged Credit Suisse Securities (USA) LLC as Dealer Manager and Solicitation Agent for the Offer. Persons with questions regarding the Offer should contact Credit Suisse at (800) 820-1653 (toll free) or (212) 325-2476 (collect). Requests for copies of the Offer to Purchase or other tender offer materials may be directed to D.F. King & Company, Inc., the Tender Agent and Information Agent for the Offer at (800) 697-6975.
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.