(Source: PRNewswire-FirstCall)
NEW YORK, March 20 /PRNewswire-FirstCall/ -- Standard Motor Products, Inc. , an automotive replacement parts manufacturer and distributor, today announced that it has commenced an exchange offer for up to a maximum of $20,000,000 aggregate principal amount of its outstanding 6 3/4% Convertible Subordinated Debentures due 2009 (the "Old Debentures"). SMP is offering to exchange $1,000 in principal amount of 15% Convertible Subordinated Debentures due 2011 (the "New Debentures") for each $1,000 in principal amount of its Old Debentures accepted for exchange. If more than $20,000,000 aggregate principal amount of Old Debentures are tendered, all tenders will be accepted on a pro rata basis. As of March 20, 2009, $44.9 million aggregate principal amount of the Old Debentures was outstanding.
The New Debentures will be substantially the same as the Old Debentures, except that, as described in the Company's Offer to Exchange, the New Debentures will have, among other features, a higher interest rate, lower conversion price and extended maturity date.
The exchange offer is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof. The exchange offer is scheduled to expire at 5:00 p.m. New York City time on Friday, April 17, 2009, unless the Company elects to extend it. Tendered Old Debentures may be withdrawn at any time prior to 5:00 p.m. New York City time on the expiration date.
The terms and conditions of the exchange offer appear in the Company's Offer to Exchange and the related Letter of Transmittal. Copies of these and other documents will be distributed to all holders of the Old Debentures. Subject to applicable law, the Company may, in its sole discretion, waive any condition applicable to the exchange offer or extend or terminate or otherwise amend the exchange offer. The consummation of the exchange offer will be subject to certain conditions, such as the consummation of an amendment of the Company's existing credit facility, which are more fully described in the Offer to Exchange. Neither the Board of Directors of the Company nor any other person is making any recommendation to holders of Old Debentures as to whether or not they should tender Old Debentures pursuant to the exchange offer and no one has been authorized to make such a recommendation.
The exchange agent for the exchange offer is HSBC Bank USA, N.A. Any questions regarding procedures for tendering the Old Debentures or requests for additional copies of the Offer to Exchange and related documents which describe the exchange offer in more detail should be directed to HSBC Bank USA, N.A, Inc. at (800) 662-9844.
