DRS Technologies, Inc., a subsidiary of Finmeccanica S.p.A. (FNC.MI),
today announced the commencement of a consent solicitation to amend the
terms of the indentures governing its 6-7/8% Senior Subordinated Notes
due 2013, 6-5/8% Senior Notes due 2016 and 7-5/8% Senior Subordinated
Notes due 2018 (the ”Notes”).
On November 13, Finmeccanica announced that it would guarantee DRS
Technologies’ payment obligations under the Notes and the indentures
governing them. In connection with the issuance of the guarantees, DRS
Technologies is seeking the consent of bondholders to amendments that
would modify the reporting covenant in each indenture governing the
Notes. If the amendments are adopted, the Company would not need to file
reports with the U.S. Securities and Exchange Commission. The Company
would instead provide holders of the Notes the parent company’s
(Finmeccanica’s) consolidated annual and interim financial reports, as
described in the consent solicitation statement, dated as of December 5,
2008 (the ”Consent Solicitation Statement“).
The record date for the consent solicitation is 5:00 p.m. New York City
time on December 5, 2008. The consent solicitation will expire at 5:00
p.m. New York City time on December 19, 2008, unless extended. The
expiration date may be extended by DRS Technologies for one or more
series of the Notes. DRS Technologies will pay to each holder of record
of the Notes who has delivered (and not validly revoked) a valid consent
prior to the applicable expiration date, a consent payment in the amount
of $1.00 per $1,000 principal amount of the Notes. Pursuant to the
Consent Solicitation Statement, DRS Technologies’ obligation to provide
such consent payments and the effectuation of the proposed amendments
are conditioned, among other things, on DRS Technologies’ receipt of the
consents (not validly revoked) of bondholders representing at least a
majority of the aggregate principal amount of the applicable series of
the Notes prior to the expiration date. In the event that consent from
bondholders representing at least a majority of the aggregate principal
amount of one series of Notes, but not all series of the Notes, is
received, DRS Technologies may, in its sole discretion, allow the
consent solicitation to expire and accept all consents delivered with
respect to the series of Notes for which such consents have been
received and pay the consent payment; extend the expiration date for one
or more series of the Notes; or otherwise amend the terms of the consent
solicitation.
As required under the indentures governing the Notes as a result of DRS
Technologies' merger with Finmeccanica, on November 21, 2008, DRS
Technologies made "Change of Control" offers to purchase the Notes for
101% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, on the Notes repurchased, if any, to, but excluding,
the date of the purchase. Bondholders may deliver a consent in the
consent solicitation whether or not they intend to participate or have
tendered Notes in the change of control offers.
