Ashland Inc. Announces Receipt of Consents from Noteholders, Satisfaction of a Closing Condition to the MAP Transaction and Expiration of the Consent Payment Deadline for all Noteholders
Press Release
Ashland Inc. Announces Receipt of Consents from Noteholders, Satisfaction of a Closing Condition to the MAP Transaction and Expiration of the Consent Payment Deadline for all Noteholders
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As of 5:00 p.m., New York time, on June 15, 2005, holders of at least 66 2/3% of the aggregate principal amount of each of the following series of Ashland's outstanding notes (having the CUSIP Nos. specified in the table below under the caption "Consenting Notes"): 6.625% Senior Notes, 8.80% Debentures, Series E Medium-Term Notes, Series F Medium-Term Notes, Series G Medium-Term Notes, 6.86% Series H Medium-Term Notes and 7.83% Series J Medium- Term Notes (collectively, the "Consenting Notes") have tendered their Consenting Notes and delivered their consents to eliminate or modify substantially all of the restrictive covenants, certain events of default and certain additional covenants and rights in the Consenting Notes and the Indenture related to each series of Consenting Notes (the "Proposed Amendments") in accordance with the terms and subject to the conditions of the Offer to Purchase. For this purpose, all of the Consenting Notes outstanding in a series are treated as part of a single series.
As a result, Ashland has received the requisite consents to execute a supplemental indenture to the Indenture related to each series of the Consenting Notes (the "First Supplemental Indenture"), which sets forth the Proposed Amendments. Following the receipt of such consents, Ashland executed the First Supplemental Indenture which has become effective. Pursuant to the First Supplemental Indenture, the Proposed Amendments will become effective upon delivery by Ashland to the trustee of a notice specifying the effective time, subject to Ashland's prior or subsequent acceptance of the Consenting Notes validly tendered by such holders pursuant to the applicable tender offer described in the Offer to Purchase.
Ashland also announced that as of 5:00 p.m. New York time, on June 15, 2005, consents were not received in respect of series of notes having an aggregate principal amount of $15 million. As of such time, holders of less than 66 2/3% of the aggregate principal amount of the 9.35% Series B Medium- Term Notes and the 9.20% Series D Medium-Term Notes (having the CUSIP Nos. specified in the table below under the caption "Non-Consenting Notes") (the "Non-Consenting Notes" and, together with the Consenting Notes, the "Notes") have tendered their Non-Consenting Notes and delivered their consents to the Proposed Amendments in accordance with the terms and subject to the conditions of Ashland's Offer to Purchase.
Ashland has not extended the consent payment deadline in respect of any Notes. Accordingly, if a holder of Notes tendered or tenders its Notes pursuant to the applicable tender offer after 5:00 p.m., New York time, on June 15, 2005, and the applicable tender offer is consummated, it will not receive the consent payment, which is $20 per $1,000 of the principal amount of Consenting Notes validly tendered and accepted, even if the Proposed Amendments become effective.
The tender offers and consent solicitations are being made on the terms and subject to the conditions set forth in the Offer to Purchase. Each of the tender offers will expire at 5:00 p.m., New York time, on June 29, 2005, unless extended at the sole discretion of Ashland (such date and time, as it may be extended, the "Expiration Date"). Notes tendered may not be withdrawn, and consents given may not be revoked, unless the applicable tender offer is terminated without any Notes being purchased.
Ashland will pay for Notes it accepts for purchase promptly following the Expiration Date of the applicable tender offer (each such date, the "Settlement Date"). In addition, Ashland will pay accrued and unpaid interest on tendered and accepted Notes up to, but not including, the Settlement Date.
This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offers and consent solicitations are being made only by the Offer to Purchase.
Credit Suisse First Boston LLC is the exclusive Dealer Manager and Solicitation Agent for the tender offers and consent solicitations. Requests for documents may be directed to Georgeson Shareholder Communications Inc., the Information Agent, by telephone at (888) 264-7028 (toll-free) or (212) 440-9800, or in writing at 17 State Street - 10th Floor, New York, N.Y., 10004, Attention: Patrick McHugh. Questions regarding the tender offers or the consent solicitations may be directed to Credit Suisse First Boston LLC at (800) 820-1653 (toll-free) or (212) 325-3784 (collect), or in writing at Eleven Madison Avenue, New York, N.Y., 10010, Attention: Liability Management Group.
About Ashland Inc.
Ashland Inc. (NYSE: ASH) is a Fortune 500 transportation construction, chemicals and petroleum company providing products, services and customer solutions throughout the world. To learn more about Ashland Inc., visit www.ashland.com .
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this press release regarding Ashland's business which are not historical
facts are "forward-looking statements" that involve risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see "Risk Factors" in the Company's
Annual Report or Form 10-K for the most recently ended fiscal year.