Mauser Announces Exchange Offer and Consent Solicitation

OAK BROOK, Ill., Jan. 25, 2023 /PRNewswire/ -- Mauser Packaging Solutions Holding Company ("Mauser") today announced that it has commenced an offer to certain eligible holders described below to exchange any and all $1,350 million of its outstanding principal amount of 7.25% Senior Notes due 2025 (the "Old Notes") for newly issued 9.25% Senior Secured Second Lien Notes due 2027 (the "New Notes"), upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated January 25, 2023 (the "Exchange Offer").

The table below summarizes the principal economic terms of the Exchange Offer.

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Eligible holders that validly tender and do not validly withdraw their Old Notes in the Exchange Offer prior to 5:00 p.m., New York City time, on February 7, 2023 (the "Early Tender Time") will receive $1,000 in principal amount of New Notes per $1,000 principal amount of Old Notes, which includes an early tender payment of $50 in principal amount of New Notes (the "Early Tender Payment"). For any Old Notes validly tendered and not validly withdrawn after the Early Tender Time, but before the expiration of the Exchange Offer, eligible holders will receive $950 in principal amount of New Notes per $1,000 principal amount of Old Notes.

The New Notes will be Mauser's senior obligations and will rank equally in right of payment with all of Mauser's existing and future senior obligations, including its secured lending facilities. The New Notes will be secured on a second-priority basis by Mauser's fixed asset collateral and on a third-priority basis by certain asset-backed loan priority collateral. All untendered Old Notes that remain outstanding after completion of the Exchange Offer will be effectively junior to the New Notes as to such collateral.

In conjunction with the Exchange Offer, Mauser is soliciting consents (the "Consent Solicitation") to eliminate certain restrictive covenants and events of default in the indenture governing the Old Notes, which requires participation from holders representing a majority of the outstanding principal amount of the Old Notes to adopt the proposed amendments (the "Requisite Consents").  Holders who tender their Old Notes in the Exchange Offer will be deemed to have submitted consents pursuant to the Consent Solicitation.

Pursuant to support agreements entered into with several eligible holders of Old Notes which, together with certain of their respective affiliated funds, hold approximately 66% of the outstanding principal amount of the Old Notes, these parties have agreed to tender all of their Old Notes in the Exchange Offer and Consent Solicitation.

Eligible holders whose Old Notes are accepted for exchange will also receive accrued and unpaid interest in cash on the exchanged Old Notes to, but not including, the applicable settlement date. Settlements are expected to occur promptly after the Early Tender Time for Old Notes properly tendered and not withdrawn prior to the Early Tender Time and promptly after the expiration of the Exchange Offer for Old Notes properly tendered and not withdrawn after the Early Tender Time but before expiration. Interest on the New Notes will accrue from (and including) the initial settlement date. As a result, the cash payable for accrued interest on any Old Notes exchanged following the initial settlement date will be reduced by the amount of any pre-issuance interest on the New Notes exchanged therefor.

The Exchange Offer is subject to the satisfaction or waiver of certain conditions, including the completion of the refinancing transactions described in the Offering Memorandum. The Exchange Offer is not conditioned upon the consummation of the Consent Solicitation.

The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on February 22, 2023 (unless extended). Tendered Old Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on February 7, 2023, but not thereafter.

Available Documents and Other Details

Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to eligible holders who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or not a "U.S. person" under Rule 902 under the Securities Act. Holders of Old Notes who desire to complete an eligibility form should either visit the website www.dfking.com/mauser for this purpose or request instructions by sending an e-mail to mailto:[email protected] or calling D. F. King & Co., Inc., the information agent for the Exchange Offer and Consent Solicitation, at (800) 628-8583 (U.S. Toll-free) or (212) 269-5550 (Collect).

The New Notes will not be registered under the Securities Act or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and issued only to persons (i) reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii)  who are not "U.S. persons" (as defined in Rule 902 under the Securities Act). Non U.S.-persons may also be subject to additional eligibility criteria.

The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the Exchange Offer and Consent Solicitation. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offer and Consent Solicitation is only being made pursuant to the Confidential Offering Memorandum and Consent Solicitation Statement and the related letter of transmittal. The Exchange Offer is not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

This press release contains information that could constitute forward-looking statements. All statements other than statements of historical fact contained in this press release, including, but not limited to, statements regarding whether we will consummate the Exchange Offer and Consent Solicitation, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "will," "intend," "expect," "anticipate," "should," "could" and words or expressions of similar meaning. Such forward-looking information is based on certain current assumptions and analysis made by Mauser in light of its experience and perception of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to Mauser's expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from Mauser's expectations. Other factors which could materially affect such forward-looking information are described in the risk factors detailed in the Confidential Offering Memorandum and Consent Solicitation Statement related to the Exchange Offer. Forward-looking statements only speak as of the date hereof and Mauser assumes no obligation to update any written or oral forward-looking statement made by Mauser or on its behalf as a result of new information, future events or other factors, except as required by law.

About Mauser

Mauser is a leading global supplier of rigid packaging products and services. Mauser manufactures and distributes rigid metal, plastic and fiber containers, IBCs and reconditioned IBCs, steel drums and plastic drums, primarily to manufacturers of industrial and consumer products for use as packaging. Mauser serves its customers through its expansive footprint in over 20 countries.

SOURCE Mauser Packaging Solutions Holding Company

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