Joy Global Inc. (NYSE: JOY), a worldwide leader in
high-productivity mining solutions, today announced the commencement of
a consent solicitation relating to $500,000,000 aggregate principal
amount of its 5.125% Senior Notes due 2021 (the "2021 Notes") and
$150,000,000 aggregate principal amount of its 6.625% Senior Notes due
2036 (the "2036 Notes" and, together with the 2021 Notes, the "Notes").
As of January 9, 2017, $650,000,000 aggregate principal amount of Notes
As previously announced on July 21, 2016, Joy Global, Komatsu America
Corp. ("Komatsu America"), Pine Solutions Inc., a wholly owned
subsidiary of Komatsu America ("Merger Sub"), and (solely for the
purposes specified therein) Komatsu Ltd. ("Komatsu") signed an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which, upon the terms and subject to the conditions set forth in the
Merger Agreement, Merger Sub will be merged with and into Joy Global
(the "Merger"). Upon completion of the Merger, Joy Global will
become a direct wholly owned subsidiary of Komatsu America and an
indirect wholly owned subsidiary of Komatsu. The stockholders of Joy
Global approved the merger agreement at a special meeting of
stockholders held on October 19, 2016. The transaction remains subject
to certain regulatory approvals outside the United States and customary
closing conditions. The transaction is on track to be completed by
mid-2017, but may occur earlier depending on the progress of the
remaining regulatory clearance procedures.
The consent solicitation will expire at 5:00 p.m., New York City time,
on January 23, 2017, unless terminated or extended by Joy Global (the "Expiration
Date"). The consent solicitation is conditioned on the receipt from
holders of Notes as of 5:00 p.m., New York City time, on January 9, 2017
(the "Record Date") of valid consents in respect of a majority in
aggregate principal amount of the outstanding Notes, voting together as
a single class. The consent solicitation is also conditioned on
customary closing conditions, which Joy Global may waive at any time.
Joy Global will, after the Expiration Date and upon (i) the satisfaction
or waiver of all conditions to the consent solicitation and (ii) the
completion of the Merger, promptly pay to each holder of Notes who has
delivered (and not validly revoked) a valid consent in favor of the
proposed amendments prior to the Expiration Date a cash payment of $2.50
for each $1,000 principal amount of Notes in respect of which such
consent has been delivered.
The purpose of the consent solicitation is to amend the indenture
governing the Notes (the "Indenture") to modify the reporting
covenant so that, following the closing of the Merger, in the event that
Komatsu decides, in its sole discretion, to provide an unconditional
guarantee of Joy Global's payment obligations under the Indenture,
Komatsu will post on its website English language translations of its
annual, quarterly and event-specific reports (prepared under applicable
Japanese law and translated into English) that it is required to publish
under the Financial Instruments and Exchange Act of Japan and the rules
governing timely disclosure of corporate information by issuers of
listed securities on the Tokyo Stock Exchange. These reports would be
made available to holders of the Notes in lieu of Joy Global's existing
annual, quarterly and current reporting, which Joy Global would cease
producing for so long as a Komatsu guarantee remains in force.
The consent solicitation may be amended, extended, abandoned or
terminated at the option of Joy Global. For a complete statement of the
terms and conditions of the consent solicitation, holders of the Notes
should refer to the consent solicitation statement, dated as of January
10, 2017 and related letter of consent, which is being sent to holders
of the Notes as of the Record Date.
The Solicitation Agent in connection with the consent solicitation is
Mizuho Securities USA Inc. Questions regarding the consent solicitation
may be directed to Mizuho Securities USA Inc., Attention: Liability
Management Group at (866) 271-7403 (toll free) or (212) 205-7736
(collect). D. F. King & Co., Inc. is serving as Information Agent and
Tabulation Agent in connection with the consent solicitation. Requests
for assistance in delivering consents or for additional copies of the
consent solicitation statement and related letter of consent should be
directed to the Information Agent at (800) 967-5019 (toll free), (212)
269-5550 (banks and brokers) or firstname.lastname@example.org.
This announcement is not an offer to purchase, a solicitation of an
offer to purchase, or a solicitation of consents with respect to any
securities. The consent solicitation is being made solely by the consent
solicitation statement and related letter of consent and is subject to
the terms and conditions stated therein. Joy Global reserves the right
to modify the terms and conditions of the consent solicitation or to
terminate the consent solicitation.
About Joy Global
Joy Global is a leading provider of advanced equipment, systems and
direct services for the global mining industry. Joy Global's P&H, Joy
and Montabert branded equipment is a critical component of operations in
a variety of commodity markets including energy, hard rock and
industrial minerals. Based in Milwaukee, Wisconsin, USA, Joy
Global employs 10,500 people in 20 countries. For more information visit www.joyglobal.com.
Cautionary statement regarding forward-looking statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Terms
such as "anticipate," "around," "believe," "could," "estimate,"
"expect," "forecast," "indicate," "intend," "may be," "objective,"
"plan," "potential," "predict," "project," "should," "will be," and
similar expressions are intended to identify forward-looking statements.
The forward-looking statements in this press release are based on our
current expectations and assumptions and are subject to risks and
uncertainties that may cause actual results to differ materially from
any forward-looking statement. These important risks and uncertainties
are described in greater detail in Joy Global's Annual Report on Form
10-K for the fiscal year ended October 28, 2016, as well as in other
documents filed by Joy Global with the SEC after the date thereof.
Forward-looking statements contained herein are made only as to the date
of this press release and Joy Global undertakes no obligation to update
forward-looking statements to reflect new information. Joy Global cannot
assure you the projected results or events will be achieved. Because
forward-looking statements involve risks and uncertainties, they are
subject to change at any time.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170110005300/en/
Joy Global Inc.
Caley Clinton, 414-712-9728
Source: Joy Global Inc.
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