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ATK commences tender offer for 3% convertible senior notes

11 Jun '14
3 min read

ATK announced the commencement of a cash tender offer (the "Tender Offer") for any and all of the $195,951,000 aggregate principal amount of its outstanding 3.00% Convertible Senior Subordinated Notes due 2024 (CUSIP No. 018804AK0) (the "Notes"). The Tender Offer will expire at midnight, New York City time, on June 27, 2014 (as such time and date may be extended, the "Expiration Date"), unless extended or earlier terminated by ATK in its sole discretion. 
 
Notes tendered may be withdrawn at any time at or prior to midnight, New York City time, at the end of the Expiration Date. The Tender Offer is not subject to any minimum tender condition, but is subject to a financing condition and certain other conditions summarized in the Offer to Purchase.
 
"We are confident in our business performance for Fiscal Year 2015," said ATK President and Chief Executive Officer Mark DeYoung. "While we are obligated to settle these notes before the anticipated completion of the Orbital Sciences transaction, taking this action now reaffirms our expectation of delivering operational excellence, earnings growth, and shareholder value this year. We expect the retirement of the Notes will be accretive to earnings per share for the full fiscal year."
 
ATK will determine the Purchase Price promptly after the close of trading on the New York Stock Exchange on June 25, 2014, unless the Tender Offer has been extended or earlier terminated by ATK. ATK will announce the Purchase Price no later than 4:30 p.m., New York City time, on that day. The Purchase Price will also be available by that time and from the information agent for the Tender Offer. Prior to the determination of the Purchase Price, an indicative purchase price will be available at that same web address and from the information agent for the Tender Offer.
 
ATK intends to fund the repurchase of the Notes using cash on hand, borrowings from its existing revolving credit facility and the net proceeds of a new incremental term loan. The timing, terms and size of the proposed new incremental term loan are subject to market and other conditions, and ATK cannot provide any assurance that the proposed new loan will be consummated at any specific time, or at all. The Tender Offer is conditioned upon the receipt of financing proceeds of new debt in an aggregate principal amount of at least $100 million.
 
BofA Merrill Lynch is acting as dealer manager for the Tender Offer. Global Bondholder Services Corporation is acting as the depositary for the Tender Offer and as the information agent for the Tender Offer. 

ATK

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