MORRISVILLE, N.C., June 9 /PRNewswire-FirstCall/ -- Alliance One
International, Inc. (NYSE: AOI) ("Alliance One" or the "Company") today
announced that it has commenced a cash tender offer, on the terms and subject
to the conditions set forth in the Company's Offer to Purchase and Consent
Solicitation Statement dated June 9, 2009 (the "Offer to Purchase"), for any
and all of its outstanding (i) 11% senior notes due 2012 (the "11% Notes"),
(ii) 8-1/2% senior notes due 2012 (the "8-1/2% Notes"), (iii) 12-3/4% senior
subordinated notes due 2012 (the "12-3/4% Notes" and together with the 11%
Notes and 8-1/2% Notes, the "Alliance One Notes"), (iv) 9-5/8% senior notes
due 2011 (the "9-5/8% Notes"), (v) 7-3/4% senior notes due 2013 (the "7-3/4%
Notes") and (vi) 8% senior notes due 2012 (the "8% Notes" and together with
the 9-5/8% Notes and the 7-3/4% Notes, the "Predecessor Notes" and the
Predecessor Notes and the Alliance One Notes collectively, the "Notes"). The
Company is also soliciting consents to certain proposed amendments to the
indentures governing each of the Alliance One Notes to, among other things,
eliminate substantially all of the restrictive covenants, eliminate
requirements for subsidiary guarantees and requirements to conduct repurchase
offers following certain events, including a change in control, modify
redemption notice periods from 30 days to three business days, eliminate or
modify certain events of default and certain conditions to defeasance of the
Alliance One Notes, and eliminate or modify related provisions contained in
the indentures. The tender offer documents more fully set forth the terms of
the tender offer and consent solicitation. The Notes and other information
relating to the tender offer are listed in the table below.
Principal Consent
Amount Tender /Early Total
Title of Issuer Outst- Consider- Tender Consider-
CUSIP No. Security (1) anding ation(2) Payment(3) ation(2)
018772AA1 11% Senior A $264,381,000 $1,031.25 $30.00 $1,061.25
018772AB9 Notes due 2012
018772AJ2 8-1/2% Senior A $150,000,000 $970.00 $30.00 $1,000.00
Notes due 2012
018772AF0 12-3/4% Senior A $89,500,000 $1,041.25 $30.00 $1,071.25
Subordinated
Notes due 2012
254394AE9 9-5/8% Senior D $3,437,000 $986.04 $30.00 $1,016.04
Notes due 2011
254394AJ8 7-3/4% Senior D $435,000 $1,000.83 $30.00 $1,030.83
Notes due 2013
853258AF8 8% Senior S $6,285,000 $995.00 $30.00 $1,025.00
Notes due 2012,
Series B
(1) The issuer of a series of Notes designated with an "A" is Alliance One
International, Inc. In 2005, Standard Commercial Corporation ("Standard
Commercial") merged with and into DIMON Incorporated ("DIMON"), which
changed its name to Alliance One International, Inc. The issuer of a
series of Notes designated with a "D" was originally DIMON and the issuer
of a series of Notes designated with an "S" was originally Standard
Commercial.
(2) Per $1,000 principal amount of Notes and excluding accrued and unpaid
interest, which will be paid in addition to the Total Consideration or
Tender Offer Consideration, as applicable.
(3) Per $1,000 principal amount of Notes tendered prior to the Withdrawal
Date (as defined below).
The Company will pay accrued and unpaid interest on all Notes tendered and
accepted for payment in the tender offer from the last interest payment date
to, but not including, the date on which the Notes are purchased.
The tender offer is scheduled to expire at 9:00 a.m., New York City time,
on July 8, 2009, unless extended or earlier terminated by the Company (the
"Expiration Date").
Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m., New
York City time, on June 22, 2009, unless extended by the Company (the
"Withdrawal Date").
Holders who tender Alliance One Notes are required to consent to the
proposed amendments to the indentures and the Alliance One Notes. The
proposed amendments will not become effective, however, until after a majority
in aggregate principal amount of the outstanding Alliance One Notes, whose
holders have delivered consents to the proposed amendments, have been accepted
for payment. Any tender of the Notes prior to the Withdrawal Date may be
validly withdrawn and, if applicable, consents may be validly revoked at any
time prior to the Withdrawal Date, but not thereafter except under limited
circumstances. Holders who tender Alliance One Notes after the Withdrawal
Date will not be entitled to receive the consent payment. Holders who tender
Predecessor Notes after the Withdrawal Date will not be entitled to receive
the early tender payment.
The Company has reserved the right to accept for purchase following the
Withdrawal Date but prior to the Expiration Date (the "Early Settlement Date")
all Notes then validly tendered. On the Early Settlement Date, the Company
will also pay accrued and unpaid interest up to, but not including, the Early
Settlement Date on the Notes accepted for purchase.
The Company's obligation to accept for purchase and to pay for Notes
validly tendered and not withdrawn pursuant to the tender offer and the
consent solicitation is subject to the satisfaction or waiver, in the
Company's discretion, of certain conditions, which are more fully described in
the Offer to Purchase, including, among other things, the consummation of the
amendment to, or replacement of, the Company's existing $305 million senior
secured credit facility and the Company's consummation of new issuances of
debt securities in aggregate principal amount of at least $725 million on or
prior to the Early Settlement Date or the Final Settlement Date (as such term
is defined in the Offer to Purchase), as the case may be.
The Company has retained Credit Suisse Securities (USA) LLC to serve as
the dealer manager and solicitation agent for the tender offer and the consent
solicitation. Questions regarding the tender offer and the consent
solicitation may be directed to 212-538-1862 (collect) or 800-820-1653.
Requests for documents may be directed to Global Bondholder Services
Corporation, the information agent for the tender offer, at 212-430-3774
(collect) or at 866-488-1500 (toll-free).
This press release is for informational purposes only and is not an offer
to purchase, a solicitation of an offer to purchase or a solicitation of
consent with respect to any securities. The tender offer and consent
solicitation is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and Consent, which set forth the complete terms
of the tender offer and consent solicitation.
Forward Looking Statements
This press release contains forward-looking statements. Actual results
may differ materially from those reflected in the forward-looking statements.
Additional information concerning factors that could cause actual results to
differ materially from those in the forward-looking statements is contained
under the heading of Risk Factors listed from time to time in the Company's
filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended March 31, 2009, filed on June 8,
2009.
About Alliance One
Alliance One is a leading independent leaf tobacco merchant serving the
world's large multinational cigarette manufacturers.
SOURCE Alliance One International, Inc.
