Boart Longyear Limited (ASX: BLY), the world’s leading supplier of drilling services, drilling equipment and performance tooling for mining and drilling companies, today announced that its indirect, wholly-owned subsidiary, Boart Longyear Management Pty Limited (the "Company"), is commencing a tender offer to purchase up to $105.0 million aggregate principal amount of its outstanding $300 million aggregate principal amount of 10.00% Senior Secured Notes due 2018 (the "Notes") through a cash tender offer (the "Tender Offer"), to be funded with the proceeds from a new term loan entered into with affiliates of Centerbridge Partners, L.P., which was also announced today by the Company, and cash on hand.

The Tender Offer will expire at 11:59 p.m., New York City time, on November 19, 2014, unless the Tender Offer is extended or earlier terminated (the "expiration date"). Under the terms of the Tender Offer, holders of the Notes who validly tender and do not validly withdraw their Notes prior to 5:00 p.m., New York City time, on November 4, 2014 (as such time and date may be extended, the "early tender time") and whose notes are accepted for purchase, will receive the "total consideration" of $1,080.00 per $1,000.00 in principal amount of the Notes validly tendered, which consists of (i) $1,050.00 per $1,000.00 in principal amount of the Notes validly tendered (the "tender consideration") plus (ii) $30.00 per $1,000.00 in principal amount of the Notes validly tendered (the "early tender premium"). Holders of the Notes who validly tender their Notes after the early tender time but on or before the expiration date, and whose notes are accepted for purchase, will receive only the tender consideration.

Title of Security    

CUSIP Number
and ISIN
Number

   

Principal
Amount
Outstanding

   

Maximum
Tender
Amount

   

Tender Offer
Consideration (1)

   

Early
Tender
Premium (1)

   

Total
Consideration (1)(2)

10.00% Senior
Secured Notes
due 2018

09664PAC6 and
USQ16465AC27

$300,000,000 $105,000,000 $1,050.00 $30.00 $1,080.00
                     

(1)

 

Per $1,000.00 principal amount of Notes validly tendered and accepted for purchase. Excludes accrued and unpaid interest up to, but not including, the applicable Settlement Date.

 

(2)

Inclusive of early tender premium

Tendered Notes may be withdrawn from the Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on November 4, 2014 (as such time and date may be extended, the “withdrawal deadline”). The Company reserves the right but is under no obligation, at any point following the early tender time and before the expiration date, to accept for purchase any Notes validly tendered and not subsequently validly withdrawn at or prior to the early tender time (the “early settlement date”). The early settlement date will be determined at the Company’s option and is currently expected to occur on the first business day following the early tender time, subject to all conditions to the Tender Offer having been satisfied or waived by the Company. In addition, holders whose Notes are purchased in the Tender Offer will also be paid accrued and unpaid interest from the most recent interest payment date on the Notes to, but not including, the applicable settlement date.

Only up to $105.0 million aggregate principal amount of the Notes will be purchased by the Company. If the purchase of all validly tendered Notes would cause the Company to purchase a principal amount greater than $105.0 million aggregate principal amount, then the Tender Offer will be oversubscribed and, if the Company accepts Notes in the Tender Offer, it will accept for purchase tendered Notes only on a prorated basis, with the aggregate principal amount of each Holder’s validly tendered Notes accepted for purchase determined by multiplying each Holder’s tender by the applicable proration factor, and rounding the product to the nearest $1,000.00 to avoid (a) purchases of Notes in principal amounts other than integral multiples of $1,000.00 and (b) any remaining Note having a principal amount of less than $2,000.00. Notes not purchased due to proration will be promptly returned or credited to the Holder’s account. If, as a result of proration, the principal amount of Notes returned or credited to a Holder is less than the minimum denomination set forth in this paragraph, we will purchase all of such Holder’s validly tendered Notes. So long as the other terms and conditions described in the Company's offer to purchase are satisfied and subject to the $105.0 million maximum tender amount, the Company intends to accept for payment all Notes validly tendered at or prior to the early tender time, and will only prorate such Notes if the aggregate principal amount of Notes validly tendered and not withdrawn at or prior to the early tender time exceeds $105.0 million. If the Tender Offer is not oversubscribed as of the early tender time, holders who validly tender Notes after the early tender time may be subject to proration, whereas holders who validly tender Notes at or prior to the early tender time will not be subject to proration. Furthermore, if the Tender Offer is fully subscribed as of the early tender time, holders who validly tender Notes after the early tender time will not have any of their Notes accepted for payment. The final settlement date is currently expected to occur on the first business day following the expiration date, subject to all conditions to the Tender Offer having been satisfied or waived by the Company.

The Tender Offer is contingent upon the satisfaction or waiver by the Company of certain conditions, including the condition that the Company has borrowed funds in an amount sufficient to accept for purchase the aggregate principal amount of Notes validly tendered.

If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Tender Offer. Full details of the terms and conditions of the Tender Offer are included in the Company's offer to purchase, dated October 22, 2014.

This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer solicitation, or sale would be unlawful.

Requests for documents relating to the Tender Offer may be directed to D.F. King & Co., Inc., the Information Agent, at (866) 406-2285 (toll-free) or (212) 269-5550. Goldman, Sachs & Co. will act as Lead-Dealer Manager for the Tender Offer and Moelis & Company LLC will act as Co-Dealer Manager. Questions regarding the Tender Offer may be directed to either Goldman, Sachs & Co. at (800) 828-3182 (toll-free) and (212) 902-6941 (collect) or Moelis & Company LLC at (212) 883-3800.

Forward Looking Statements

This announcement contains certain “forward-looking statements.” The words “anticipate,” “believe,” “expect,” “project,” “forecast,” “estimate,” “likely,” “intend,” “should,” “could,” “may,” “target,” “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Due care and attention has been used in the preparation of forecast information. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control and may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements.

About Boart Longyear

Approaching its 125th year anniversary in 2015, Boart Longyear is the world’s leading provider of drilling services, drilling equipment, and performance tooling for mining and drilling companies globally. It also has a substantial presence in aftermarket parts and service, energy, mine de-watering, oil sands exploration, and production drilling.

The Global Drilling Services division operates in over 40 countries for a diverse mining customer base spanning a wide range of commodities, including copper, gold, nickel, zinc, uranium, and other metals and minerals. The Global Products division designs, manufactures and sells drilling equipment, performance tooling, and aftermarket parts and services to customers in over 100 countries.

Boart Longyear is headquartered in Salt Lake City, Utah, USA, and listed on the Australian Securities Exchange in Sydney, Australia. More information about Boart Longyear can be found at www.boartlongyear.com. To get Boart Longyear news direct, visit http://www.boartlongyear.com/rssfeed.