Tender Offer
Unisys Corporation
Unisys Offers Total of $550 Million of Senior Notes; Company Announces
Tender Offer for 8 1/8% Senior Notes Due 2006
Unisys Corporation (NYSE:UIS) said that it has offered a total of $550 million
of senior notes, more than previously announced due to strong market demand. The
notes were offered in two tranches: $400 million of 8% senior notes due 2012,
which were priced at par, and $150 million of 8.5% senior notes due 2015, which
were priced at par. Banc of America Securities LLC and Citigroup Global Markets
Inc. are joint bookrunning managers of the offerings, which are scheduled to be
completed next week.
Also as previously announced, the company is commencing a tender offer and
consent solicitation for all $400 million of its 8 1/8% senior notes due 2006.
The tender offer will be financed by the above-mentioned senior notes. In
conjunction with the tender offer, the company is soliciting holders of the 8
1/8% notes to consent to certain proposed amendments to the indenture governing
the notes.
Unisys said, assuming all $400 million of the 8 1/8% notes are tendered, it will
take an estimated pre-tax charge in the third quarter of approximately $13
million for the premium paid for the notes and unamortized debt expense.
The tender for the 8 1/8% notes will expire at 5:00 p.m., New York City time, on
October 7, 2005, unless extended (the 'Expiration Date'). The consent
solicitation will expire at 5:00 p.m., New York City time, on September 15,
2005, unless extended (the 'Consent Date'). Holders tendering their notes will
be required to consent to certain proposed amendments to the indenture governing
the notes, which will eliminate substantially all of the restrictive covenants
and certain events of default. Holders may not tender their notes without
delivering consents or deliver consents without tendering their notes. Holders
may withdraw their tenders and revoke their consents at any time prior to 5:00
p.m., New York City time, on the Consent Date, but not thereafter.
Holders who validly tender their notes and provide consents to the proposed
amendments on or prior to the Consent Date will receive a consent payment of $20
per $1,000 principal amount of notes as part of their total consideration. In
such case, the total consideration, including the consent payment, to be paid
for each validly tendered note and delivered consent will be a price based on a
fixed spread of 50 basis points over the yield of the 2.5% U.S. Treasury Note
due May 31, 2006. The pricing formula assumes that the notes would otherwise be
paid in full at maturity on June 1, 2006. The yield of the reference U.S.
Treasury Note used in the fixed spread formula will be set at 2:00 p.m., New
York City time, on the business day following the Consent Date. Unisys expects
to pay the total consideration on the second business day following the Consent
Date for notes validly tendered on or prior to the Consent Date and accepted for
purchase.
Holders who validly tender their notes and provide consents after the Consent
Date and on or prior to the Expiration Date are not entitled to the $20 consent
payment, and will receive as payment for their notes the total consideration
minus the consent payment. Unisys expects to make payment promptly after the
Expiration Date for notes validly tendered and accepted for purchase after the
Consent Date and prior to the Expiration Date. Holders who validly tender their
notes will also be paid accrued and unpaid interest up to, but not including,
the applicable payment date for their notes. Holders may withdraw their tenders
and revoke their consents at any time prior to 5:00 p.m., New York City time, on
the Consent Date but not thereafter.
The terms and conditions of the tender offer and consent solicitation, including
the obligation to accept the notes tendered and pay the offer consideration and
consent payments, are set forth in the Offer to Purchase and Consent
Solicitation Statement, dated September 9, 2005. Unisys may amend, extend or,
subject to certain conditions, terminate the tender offer and consent
solicitation.
Unisys has retained Citigroup Global Markets Inc. and Banc of America Securities
LLC to act as the exclusive dealer managers and solicitation agents in
connection with the tender offer and consent solicitation for the 8 1/8% notes.
Requests for documents can be directed to Global Bondholder Services Corp, the
information agent, at (866) 924-2200 (toll free) or (212) 430-3774 (banks and
brokers). Questions regarding the tender offer and consent solicitation can be
directed to Citigroup Global Markets Inc., Liability Management Group at (800)
558-3745 (toll free) or (212) 723-6106 (collect) or Banc of America Securities
LLC , High Yield Special Products at (888) 292-0070 (toll free) or (704)
388-4813 (collect).
This press release is not an offer to purchase or a solicitation of acceptance
of the offer to purchase the 8 1/8% notes, which may be made only pursuant to
the terms of the Offer to Purchase and Consent Solicitation Statement and
related transmittal documents.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy the new senior notes, nor shall there be any sale of the notes in
any state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. This offering may be made only by means of a prospectus.
Copies of the prospectus, when available, may be obtained from Banc of America
Securities LLC, c/o Prospectus Department, 9 West 57th Street, 2M, New York, NY
10019 (212-847-6469) and Citigroup Global Markets Inc., c/o Prospectus
Department, 140 58th Street, Brooklyn, NY 11220 (718-765-6732).
About Unisys
Unisys is a worldwide information technology services and solutions company. Our
people combine expertise in consulting, systems integration, outsourcing,
infrastructure and server technology with precision thinking and relentless
execution to help clients, in more than 100 countries, quickly and efficiently
achieve competitive advantage. For more information, visit www.unisys.com.
Forward-Looking Statements
Any statements contained in this release that are not historical facts are
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not limited to,
any projections of earnings, revenues, contract values or other financial items;
any statements of the company's plans, strategies or objectives; and any
statements of belief or expectation. All forward-looking statements rely on
assumptions and are subject to various risks and uncertainties that could cause
actual results to differ materially from expectations. The closing of the
offerings of the new senior notes is subject to customary closing conditions,
and the consummation of the tender offer is conditioned, among other things, on
the issuance of the new senior notes. The company's ability to repurchase the 8
1/8% notes is also dependent upon their holders' willingness to tender them to
the company. The estimated pre-tax charge associated with the tender offer is
subject to change based upon final determination of the tender offer price. A
discussion of other factors that could affect Unisys future results is contained
in its periodic filings with the Securities and Exchange Commission. Unisys
assumes no obligation to update any forward-looking statements.
RELEASE NO: 0909/8575
http://www.unisys.com/about__unisys/news_a_events/09098575.htm
Unisys is a registered trademark of Unisys Corporation. All other brands and
products referenced herein are acknowledged to be trademarks or registered
trademarks of their respective holders.
CONTACT: Unisys Corporation
Media Contact:
Elizabeth Douglass, 302-897-5351
elizabeth.douglass@unisys.com
or
Jacqueline Lewis, 610-715-1155
Jacqueline.Lewis@unisys.com
or
Investor Contact:
Jim Kerr,215-986-5795
jim.kerr@unisys.com