02.12.2005 13:55:00
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Temple-Inland Announces Pricing of Its Tender Offers
The total consideration for the Notes was determined as of 2:00P.M., New York City time, on Thursday, December 1, 2005, by referenceto a fixed spread of 35 basis points above the yield to maturity ofthe 2.875% U.S. Treasury Note due November 30, 2006, with respect tothe Series D Notes, and a fixed spread of 35 basis points above theyield to maturity of the 4.375% U.S. Treasury Note due May 15, 2007,with respect to the Senior Notes.
The total consideration for each $1,000 principal amount of Notesvalidly tendered and accepted for payment, which includes an earlytender payment of $20.00 per $1,000 principal amount of Notes tenderedon or prior to the Early Tender Deadline (as defined below) is as setforth below:
Total
Consideration
Title of Security CUSIP Number/ISIN per $1,000
------------------------------ ------------------------ --------------
8.35% Medium Term Notes, 87987HBC9 - US87987HBC97 $1,033.22
Series D, due December 2006
8.35% Medium Term Notes, 87987HAZ9 - US87987HAZ91 $1,033.22
Series D, due December 2006
8.38% Medium Term Notes, 87987HBB1 - US87987HBB15 $1,033.51
Series D, due December 2006
8.38% Medium Term Notes, 87987HBA3 - US87987HBA32 $1,033.51
Series D, due December 2006
8.125% Medium Term Notes, 87987HBD7 - US87987HBD70 $1,032.28
Series D, due December 2006
8.24% Medium Term Notes, 87987HBE5 - US87987HBE53 $1,033.86
Series D, due December 2006
5.003% Senior Notes, due May 879868AG2 - US879868AG26 $1,003.32
2007
In each case, holders will receive the accrued and unpaid intereston such tendered Notes, from the last interest payment date to, butnot including, the applicable settlement date, payable on theapplicable settlement date. The settlement date for Notes tendered onor prior to November 22, 2005 and accepted for payment by the Companyis expected to be December 7, 2005 (the "Initial Settlement Date").
Holders who validly tendered before 5:00 p.m., New York City time,on November 22, 2005 (the "Early Tender Deadline") and who did notvalidly withdraw their Notes prior to the Withdrawal Deadline of 5:00p.m., New York City time, on November 22, 2005, will be entitled toreceive the total consideration described above, which includes anearly tender payment of $20.00 per $1,000 principal amount of Notes.
The Withdrawal Deadline prior to which Notes tendered may bevalidly withdrawn has passed, and Notes tendered through theexpiration of the tender offers may not be withdrawn, except as setforth in the Offer to Purchase.
The Expiration Time (as that term is defined in the Offer toPurchase) for the tender offers is 12:01 a.m., New York City time, onDecember 8, 2005.
The Depositaries have advised the Company that approximately$85.385 million aggregate principal amount of Series D Notes and$339.730 million aggregate principal amount of Senior Notes have beentendered and not withdrawn to date.
The tender offer is conditioned upon the Company completing a newdebt issuance, at least $275 million of Notes being tendered and notwithdrawn, and other conditions, as more fully described in the Offerto Purchase. The Company has received tenders in excess of the minimumtender requirement.
This press release is neither an offer to purchase nor asolicitation of an offer to sell securities. The tender offer is madeonly pursuant to the Statement and related materials. Requests forinformation and questions regarding the tender offers should bedirected to the dealer managers: Citigroup Corporate and InvestmentBanking at 212-723-6106 or 800-558-3745 (Attention: LiabilityManagement Group) and Goldman, Sachs & Co. at 212-357-8664 or800-828-3182 (Attention: Credit Liability Management Group). Requestsfor assistance or additional sets of the offer materials may bedirected to D.F. King & Co., Inc., the Information Agent for thetender offer, at 212-269-5550 or 800-431-9643. The Depositary for thetender offer is JP Morgan Chase Bank, N.A., which can be reached at214-468-6464 (Attention: Frank Ivins).
None of the Company, the dealer managers or the information agentmakes any recommendations as to whether holders should tender theirNotes pursuant to the tender offers, and no one has been authorized byany of them to make such recommendations. Holders must make their owndecisions as to whether to tender Notes, and, if so, the principalamount of Notes to tender.
This press release shall not constitute an offer to purchase or asolicitation of acceptance of the tender offer, which may be made onlypursuant to the terms of the Offer to Purchase and related letter oftransmittal. In any jurisdiction where the laws require the offer tobe made by a licensed broker or dealer, the offer shall be deemed madeon behalf of the Company by one of the dealer managers or one or moreregistered brokers or dealers under the laws of such jurisdiction.
Temple-Inland Inc. is a major manufacturer of corrugated packagingand forest products, with a diversified financial services operation.The Company's 2.0 million acres of forestland are certified as managedin compliance with ISO 14001 and in accordance with the SustainableForestry Initiative(R) (SFI) program of the American Forest & PaperAssociation to ensure forest management is conducted in ascientifically sound and environmentally sensitive manner.Temple-Inland's common stock (TIN) is traded on the New York StockExchange and the Pacific Exchange. Temple-Inland's address on theWorld Wide Web is www.templeinland.com.
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