Sep. 14, 2009 (Business Wire) -- ACCO Brands Corporation (NYSE:ABD), a world leader in select categories of branded office products, announced today that it plans to conduct a private offering, subject to market and other conditions, of $425 million of senior secured notes due 2015. The net proceeds of the notes, together with a borrowing under an anticipated new credit facility, will be used to repay all borrowings outstanding under the company’s existing credit and securitization facilities and to pay transaction and related costs.
The notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933. The notes will be guaranteed on a senior secured basis by all of the company’s existing and future material domestic subsidiaries. The notes and the related guarantees will be secured on a first-priority basis by a lien on substantially all of the company’s and guarantors’ present and future assets (other than receivables and inventory and their related general intangibles, certain other assets, and substitutions, products and proceeds thereof), including equipment, certain owned and leased real property interests, trade names and certain other intellectual property, certain intercompany receivables and all present and future equity interests of each of the company’s and guarantors’ directly owned domestic subsidiaries and up to 65% of the present and future equity interests of certain of the company’s and the guarantors’ directly owned foreign subsidiaries, in each case subject to certain exceptions and customary permitted liens. The notes and the related guarantees also will be secured on a second-priority basis by a lien on the assets that secure the company’s and the guarantors’ obligations under the company’s anticipated new asset-based multi-currency credit facility, including accounts receivable, inventory and the other assets identified as excluded first-lien assets above.
Concurrently with the expected sale of the notes, the company anticipates entering into a new asset-based multi-currency credit facility. The new credit facility will replace the company’s existing senior secured credit facility, which will be terminated in connection with the repayment of all borrowings outstanding thereunder out of the net proceeds from the offering of the notes and a concurrent draw from the new credit facility.
The sale of the notes is expected to be consummated in September 2009, subject to market and other conditions.
The notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold within the United States or to U.S.
