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AMSTERDAM, Feb. 1, 2017 /PRNewswire/ -- Constellium N.V. (NYSE and Euronext: CSTM) ("Constellium" or the "Company") today announced that Wise Metals Group LLC (the "Offeror") has commenced a cash tender offer (the "Tender Offer") to purchase any and all of its and Wise Alloys Finance Corporation's (together with the Offeror, the "Wise Issuers") 8¾% Senior Secured Notes due 2018 (the "Wise Senior Secured Notes"). The pricing terms for the Tender Offer are set forth below. http://photos.prnewswire.com/prnvar/20130624/NY37453LOGO
CUSIP Nos. Outstanding                            Title of Security                                  Early Tender                       Tender Offer              Early              Total                                                                   Principal                                                                                  Deadline                        Consideration*            Tender         Consideration*                                                                    Amount                                                                                                                                             Payment*    ---                                                             ------                                                                                                                                              -------                    977255AD0 144A /                                        $650,000,000                     83/4% Senior                                 February 14, 2017                                  $1,035.60          $10.00                $1,045.60                    U97076AB6 Reg S                            Secured Notes due                        5:00 p.m., NYC time                                                                                    2018    * For each $1,000 principal amount of Wise Senior Secured Notes tendered. Tendering holders will also receive accrued and unpaid interest to, but not including, the date of settlement. The Tender Offer is currently scheduled to expire at 11:59 p.m., New York City time, on March 1, 2017 (such time and date, as it may be extended, the "Expiration Time"). Holders of Wise Senior Secured Notes who tender (and do not validly withdraw) their Wise Senior Secured Notes at or prior to 5:00 p.m., New York City time, on February 14, 2017 (such time and date, as it may be extended, the "Early Tender Deadline") will be eligible to receive an amount in cash equal to $1,045.60 (the "Total Consideration") per $1,000 principal amount of Wise Senior Secured Notes, which includes an early tender payment (the "Early Tender Payment") of $10.00 per $1,000 principal amount of Wise Senior Secured Notes, on the initial settlement date. The initial settlement date will occur promptly after the Early Tender Deadline and is expected to be February 16, 2017 (the "Initial Settlement Date"). Holders who tender (and do not validly withdraw) their Wise Senior Secured Notes after the Early Tender Deadline but on or prior to the Expiration Time will be eligible to receive only an amount in cash equal to $1,035.60 (the "Tender Offer Consideration") per $1,000 principal amount of Wise Senior Secured Notes (which does not include the Early Tender Payment) on the final settlement date (the "Final Settlement Date," and each of the Initial Settlement Date and the Final Settlement Date, a "Settlement Date").The Final Settlement Date will occur promptly after the Expiration Time and is expected to be March 2, 2017. Tendering holders will also receive accrued and unpaid interest to, but not including, the applicable Settlement Date for all Wise Senior Secured Notes that are accepted for purchase in the Tender Offer. The withdrawal deadline is 5:00 p.m., New York City time, on February 14, 2017 (such time and date, as it may be extended, the "Withdrawal Time"). The Offeror may extend the Early Tender Deadline and/or the Expiration Date without extending the Withdrawal Time. The consummation of the Tender Offer is conditioned on (i) Constellium having completed an offering of not less than $625 million aggregate principal amount of senior unsecured notes, and (ii) the satisfaction of certain other customary conditions. The Offeror reserves the right to waive any and all conditions of the Tender Offer, in whole or in part, subject to applicable law. Concurrently with the commencement of the Tender Offer, the Wise Issuers called for redemption all of the outstanding Wise Senior Secured Notes. The redemption price for the Wise Senior Secured Notes is 104.375% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest. On the Initial Settlement Date, the Wise Issuers intend to satisfy and discharge all Wise Senior Secured Notes not purchased on the Initial Settlement Date pursuant to the Tender Offer, by depositing with the trustee for the Wise Senior Secured Notes an amount of cash sufficient to pay the redemption price on the redemption date, which the Wise Issuers expect to occur on March 3, 2017. The redemption of the Wise Senior Secured Notes is subject to a financing condition. In the Wise Issuers' discretion, the redemption date may be delayed until such time as this condition shall have been satisfied, or the redemption may not occur and the redemption notice may be rescinded in the event such condition shall not have been satisfied by the redemption date. The Offeror has retained Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC to act as dealer managers in connection with the Tender Offer. Questions may be directed to Deutsche Bank Securities Inc. collect at (212) 250-7527 or toll free at 855-287-1922 or to Credit Suisse Securities (USA) LLC collect at (212) 325-6340 or toll free at 1-800-820-1653. The Offeror has retained D.F. King & Co., Inc. to act as the information agent and tender agent for the Tender Offer. Questions and requests for additional documents may be directed to D.F. King at (877) 871-1741 (toll free) or (212) 269-5550 or by email: cstm@dfking.com. This press release shall not constitute an offer to sell or a solicitation of an offer to purchase or any securities, shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful, and shall not constitute a notice of redemption. None of Constellium and its subsidiaries, the dealer managers or the information agent and tender agent is making any recommendation as to whether or not holders should tender their Wise Senior Secured Notes in connection with the Tender Offer. About Constellium
Constellium (NYSE Euronext: CSTM) is a global sector leader that develops innovative, value added aluminium products for a broad scope of markets and applications, including aerospace, automotive and packaging. Constellium generated EUR5.2 billion of revenue in 2015.
www.constellium.com
Forward-looking Statements
Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This press release may contain "forward-looking statements" with respect to the Tender Offer, the redemption of Wise Senior Secured Notes, our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify forward-looking statements because they contain words such as, but not limited to, "believes," "expects," "may," "should," "approximately," "anticipates," "estimates," "intends," "plans," "targets," likely," "will," "would," "could" and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business and operations. These risks and uncertainties include, but are not limited to those set forth under the heading "Risk Factors" in our most recent annual report on Form 20-F and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. To view the original version on PR Newswire, visit: http://www.prnewswire.com/news-releases/constellium-announces-wise-metals-group-llcs-cash-tender-offer-for-any-and-all-of-its-outstanding-8-senior-secured-notes-due-2018-300400813.html
SOURCE  Constellium N.V.

Constellium : Announces Wise Metals Group LLC's Cash Tender Offer For Any and All of its Outstanding 8¾% Senior Secured Notes due 2018

$10.00
$1,045.60
* For each $1,000 principal amount of Wise Senior Secured Notes tendered. Tendering holders will also receive accrued and unpaid interest to, but not including, the date of settlement. The Tender Offer is currently scheduled to expire at 11:59 p.m., New York City time, on March 1, 2017 (such time and date, as it may be extended, the "Expiration Time"). Holders of Wise Senior Secured Notes who tender (and do not validly withdraw) their Wise Senior Secured Notes at or prior to 5:00 p.m., New York City time, on February 14, 2017 (such time and date, as it may be extended, the "Early Tender Deadline") will be eligible to receive an amount in cash equal to $1,045.60 (the "Total Consideration") per $1,000 principal amount of Wise Senior Secured Notes, which includes an early tender payment (the "Early Tender Payment") of $10.00 per $1,000 principal amount of Wise Senior Secured Notes, on the initial settlement date. The initial settlement date will occur promptly after the Early Tender Deadline and is expected to be February 16, 2017 (the "Initial Settlement Date"). Holders who tender (and do not validly withdraw) their Wise Senior Secured Notes after the Early Tender Deadline but on or prior to the Expiration Time will be eligible to receive only an amount in cash equal to $1,035.60 (the "Tender Offer Consideration") per $1,000 principal amount of Wise Senior Secured Notes (which does not include the Early Tender Payment) on the final settlement date (the "Final Settlement Date," and each of the Initial Settlement Date and the Final Settlement Date, a "Settlement Date").The Final Settlement Date will occur promptly after the Expiration Time and is expected to be March 2, 2017. Tendering holders will also receive accrued and unpaid interest to, but not including, the applicable Settlement Date for all Wise Senior Secured Notes that are accepted for purchase in the Tender Offer. The withdrawal deadline is 5:00 p.m., New York City time, on February 14, 2017 (such time and date, as it may be extended, the "Withdrawal Time"). The Offeror may extend the Early Tender Deadline and/or the Expiration Date without extending the Withdrawal Time. The consummation of the Tender Offer is conditioned on (i) Constellium having completed an offering of not less than $625 million aggregate principal amount of senior unsecured notes, and (ii) the satisfaction of certain other customary conditions. The Offeror reserves the right to waive any and all conditions of the Tender Offer, in whole or in part, subject to applicable law. Concurrently with the commencement of the Tender Offer, the Wise Issuers called for redemption all of the outstanding Wise Senior Secured Notes. The redemption price for the Wise Senior Secured Notes is 104.375% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest. On the Initial Settlement Date, the Wise Issuers intend to satisfy and discharge all Wise Senior Secured Notes not purchased on the Initial Settlement Date pursuant to the Tender Offer, by depositing with the trustee for the Wise Senior Secured Notes an amount of cash sufficient to pay the redemption price on the redemption date, which the Wise Issuers expect to occur on March 3, 2017. The redemption of the Wise Senior Secured Notes is subject to a financing condition. In the Wise Issuers' discretion, the redemption date may be delayed until such time as this condition shall have been satisfied, or the redemption may not occur and the redemption notice may be rescinded in the event such condition shall not have been satisfied by the redemption date. The Offeror has retained Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC to act as dealer managers in connection with the Tender Offer. Questions may be directed to Deutsche Bank Securities Inc. collect at (212) 250-7527 or toll free at 855-287-1922 or to Credit Suisse Securities (USA) LLC collect at (212) 325-6340 or toll free at 1-800-820-1653. The Offeror has retained D.F. King & Co., Inc. to act as the information agent and tender agent for the Tender Offer. Questions and requests for additional documents may be directed to D.F. King at (877) 871-1741 (toll free) or (212) 269-5550 or by email: cstm@dfking.com . This press release shall not constitute an offer to sell or a solicitation of an offer to purchase or any securities, shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful, and shall not constitute a notice of redemption. None of Constellium and its subsidiaries, the dealer managers or the information agent and tender agent is making any recommendation as to whether or not holders should tender their Wise Senior Secured Notes in connection with the Tender Offer. About Constellium
Constellium (NYSE Euronext: CSTM) is a global sector leader that develops innovative, value added aluminium products for a broad scope of markets and applications, including aerospace, automotive and packaging. Constellium generated €5.2 billion of revenue in 2015.
www.constellium.com
Forward-looking Statements
Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This press release may contain "forward-looking statements" with respect to the Tender Offer, the redemption of Wise Senior Secured Notes, our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify forward-looking statements because they contain words such as, but not limited to, "believes," "expects," "may," "should," "approximately," "anticipates," "estimates," "intends," "plans," "targets," likely," "will," "would," "could" and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business and operations. These risks and uncertainties include, but are not limited to those set forth under the heading "Risk Factors" in our most recent annual report on Form 20-F and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. To view the original version on PR Newswire, visit: http://www.prnewswire.com/news-releases/constellium-announces-wise-metals-group-llcs-cash-tender-offer-for-any-and-all-of-its-outstanding-8-senior-secured-notes-due-2018-300400813.html
SOURCE Constellium N.V.

Constellium Announces Wise Metals Group LLC's Cash Tender Offer For Any and All of its Outstanding 8¾% Senior Secured Notes due 2018

Constellium announces expiration and final results of its consent solicitation to amend notes... -- AMSTERDAM, Oct. 20, 2014 /PRNewswire/ --
Constellium announces expiration and final results of its consent solicitation to amend notes of Wise Metals
AMSTERDAM, Oct. 20, 2014 /PRNewswire/ -- Constellium N.V. (NYSE and NYSE Euronext: CSTM) ("Constellium") today announced the expiration and final results of its previously announced solicitation (the "Consent Solicitation") of consents to certain proposed amendments (the "Proposed Amendments") to the indentures (the "Indentures") governing Wise Metals Group LLC (the "Company") and Wise Alloys Finance Corporation's ("Wise Finance", and, together with the Company, the "Opco Note Issuers") 8¾% Senior Secured Notes due 2018 (the "Opco Notes") and Wise Metals Intermediate Holdings LLC ("Wise Intermediate Holdings") and Wise Holdings Finance Corporation's ("Finco", and, together with Wise Intermediate Holdings, the "Holdco Note Issuers") 93/4 / 10 1/2% Senior PIK Toggle Notes due 2019 (the "Holdco Notes"). As of 5:00 P.M., New York City time, on October 17, 2014 (the "Expiration Date"), Constellium and the Opco Note Issuers had received consent from the holders of more than a majority of the aggregate principal amount of the Opco Notes. Constellium did not receive consent from the holders of more than a majority of the aggregate principal amount of the Holdco Notes by the Expiration Date. Subject to the terms and conditions set forth in the Consent Solicitation Statement dated October 10, 2014 (the "Statement"), Constellium will pay, on behalf of and as agent for the Opco Note Issuers, to eligible holders of Opco Notes who validly delivered and did not validly revoke their consents on or prior to the Expiration Date, a cash payment equal to $2.50 per $1,000 aggregate principal amount of each issuance of Opco Notes consented (the "Consent Fee"). The Consent Fee will only be payable upon and subject to the occurrence of, among other things, the consummation of the Transaction (as defined below). Holders of Holdco Notes will not receive any Consent Fee and any consents in respect of Holdco Notes delivered prior to the Expiration Date shall have no force and effect. The Opco Note Issuers, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and collateral agent, have entered into a supplemental indenture to the Indenture governing the Opco Notes. While the supplemental indenture became effective upon execution, the Proposed Amendments to the Indenture governing the Opco Notes will not become operative until immediately prior to the consummation of the Transaction. Furthermore, the Proposed Amendments to the
Indenture governing the Opco Notes will not become operative if the Transaction is not consummated on or prior to July 3, 2015 and will cease to be operative if Constellium (or one of its subsidiaries), on behalf of and as agent for the Opco Note Issuers, does not pay the Consent Fee to the Paying Agent promptly (and in any event within 3 business days) following the effective time of the Transaction. Constellium was seeking the Proposed Amendments in connection with the previously announced Unit Purchase Agreement (the "Unit Purchase Agreement") entered into by Constellium on October 3, 2014 with Wise Metals Holdings LLC, a Delaware limited liability company (the "Seller"), and Silver Knot, LLC, a Delaware limited liability company, acting as Seller's representative. Under the terms of the Unit Purchase Agreement, Constellium (or one of its wholly-owned direct or indirect subsidiaries) will purchase from Seller all right, title and interest of Seller in all of the issued and outstanding membership interests of Wise Intermediate Holdings (the purchase of the membership interests, the "Transaction"). Pursuant to the Proposed Amendments to the Indenture governing the Opco Notes, the defined term "Change of Control" in such Indenture will be amended to provide that the Transaction will not constitute a Change of Control (as defined in such Indenture). Deutsche Bank Securities Inc. was solicitation agent and D.F. King & Co., Inc. was information, tabulation and paying agent for the consent solicitations. This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. About Constellium
Constellium is a global sector leader that develops innovative, value added aluminum products for a broad scope of markets and applications, including aerospace, automotive and packaging. Constellium generated €3.5 billion of revenue in 2013. Forward-looking Statements
Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This press release may contain "forward-looking statements" with respect to our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify forward-looking statements because they contain words such as, but not limited to, "believes," "expects," "may," "should," "approximately," "anticipates," "estimates," "intends," "plans," "targets," likely," "will," "would," "could" and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business and operations. These risks and uncertainties include, but are not limited to, the risk that the closing conditions will not be satisfied in a timely manner or at all; the ability of Constellium and Wise to achieve expected synergies and the timing thereof; the risk that the businesses will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; Constellium's increased levels of indebtedness as a result of the proposed Transaction, which could limit Constellium's operating flexibility and opportunities; Constellium's inability to complete the anticipated financing as contemplated pursuant to the commitment letter or otherwise secure favorable terms for such financing; failure to receive, delays in the receipt of or unacceptable or burdensome conditions imposed in connection with any required regulatory approvals and the satisfaction of the closing conditions to the Transaction; the potential failure to retain key employees as a result of the proposed Transaction or during the integration of the business, the loss of customers, suppliers and other business relationships as a result of the Transaction; disruptions to business operations resulting from the proposed Transaction; slower or lower than expected growth in the North American market for Body-in-White aluminium rolled products and other risk factors set forth under the heading "Risk Factors" in our Annual Report on Form 20-F, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. SOURCE  Constellium


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