Tender Offer
Unisys Corporation
Unisys Announces Tender Pricing for 8 1/8% Notes and Successful Completion of
Consent Solicitation
Unisys Corporation (NYSE:UIS) announced today that, as part of its previously
announced tender offer and consent solicitation for its 8 1/8% senior notes due
2006, as of 5:00 p.m., New York City time, on September 15, 2005 (the 'Consent
Date'), it had accepted tenders and consents for $339.8 million aggregate
principal amount of notes, representing approximately 85% of the $400 million
notes outstanding. Based on the pricing formula described in the Offer to
Purchase and Consent Solicitation Statement dated September 9, 2005, the total
consideration to be paid by Unisys for these notes, which includes the $20
consent payment, is $1,025.65 for each $1,000 principal amount of notes. Holders
of these notes will also be paid accrued and unpaid interest up to, but not
including, the payment date. Unisys said it expects to make payment for these
notes on Monday, September 19, 2005, using the proceeds from its issuance, on
September 14, 2005, of $550 million of senior notes.
Unisys said that it expects to take an estimated pre-tax charge in the third
quarter of approximately $11 million for the premium paid and unamortized debt
expense in respect of the $339.8 million of notes tendered as of the Consent
Date.
In tendering their notes, holders consented to amendments that will eliminate
substantially all of the restrictive covenants and certain default triggers from
the indenture governing the notes. Unisys and the trustee have therefore
executed a supplemental indenture containing the amendments described in the
company's Offer to Purchase and Consent Solicitation Statement. The amendments
will become operative when Unisys makes the payment referred to above.
Holders who validly tender their notes after the Consent Date and prior to 5
p.m., New York City time, on October 7, 2005 (the 'Expiration Date') are not
entitled to the $20 consent payment, and will receive the total consideration
minus the consent payment. In such case, holders will receive $1,005.65 for each
$1,000 principal amount of notes tendered after the Consent Date but on or prior
to the Expiration Date.
Citigroup Global Markets Inc. and Banc of America Securities LLC are the
exclusive dealer managers and solicitation agents for the tender offer and
consent solicitation. 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 704-388-9217 (collect). Requests for documents may be directed to
Global Bondholder Services Corp., the information agent, at 866-924-2200 (toll
free) or 212-430-3774 (banks and brokers).
This 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.
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. 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. A discussion of factors that could affect
the company's future financial 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.: 0916/8578
http://www.unisys.com/about__unisys/news_a_events/09168578.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 Contacts:
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