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Aeroflex Incorporated Announces Settlement of Debt Tender Offers

^{Published on 2010-12-07 13:41:21 - Market Wire}
 

PLAINVIEW, N.Y.--([ BUSINESS WIRE ])--Aeroflex Incorporated (aAeroflexa), a wholly owned subsidiary of Aeroflex Holding Corp. (NYSE: ARX) announced today the settlement of both its tender offer to purchase for cash a portion of the amount outstanding under its 11.75% Senior Notes due 2015 (CUSIP No. 007768AD6) (the aNotes,a and the offer to purchase the Notes, the aNotes Offera) and a loan buy back process for a portion of the amount outstanding under its 11.75% Senior Subordinated Unsecured Term Loans (the aTerm Loan,a and the offer to buy-back the Term Loan, the aTerm Loan Offer,a and the Term Loan Offer together with the Notes Offer, the aOffersa). Based on the count provided by the depositary for the Notes Offer, $32,155,000.00 aggregate principal amount of Notes was validly tendered (and not validly withdrawn) prior to 12:00 Midnight, New York City time, on December 6, 2010 (the aExpiration Timea). As of the Expiration Time, $128,353,237.05 aggregate principal amount of the Term Loan was validly tendered (and not validly withdrawn).

In accordance with the terms of the Offers, on December 7, 2010 (the aSettlement Datea), Aeroflex accepted all $32,155,000.00 aggregate amount of Notes validly tendered (and not validly withdrawn) as of the Expiration Time and all $128,353,237.05 aggregate principal amount of the Term Loan validly tendered (and not validly withdrawn) as of the Expiration Time (the Notes and principal amounts of the Term Loan together referred to as aDebta) at a purchase price of (i) $1,110 for each $1,000 principal amount of Debt tendered, which includes an early participation premium of $40 per $1,000 principal amount, for Debt tendered before 5:00 p.m., New York City time, on November 19, 2010 (the aEarly Participation Timea) or (ii) $1,070 for each $1,000 principal amount of Debt tendered after the Early Participation Time, in each case plus accrued and unpaid interest on the Notes and Term Loan, as applicable, from the last interest payment date through, but not including, the Settlement Date.

Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. and/or their respective affiliates acted as dealer managers for the Notes Offer and as auction managers with respect to the Term Loan Offer.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale is being made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Aeroflex

Aeroflex Incorporated is a leading global provider of microelectronic components and test and measurement equipment used by companies in the space, avionics, defense, commercial wireless communications, medical and other markets.

Forward-looking Statements

All statements other than statements of historical fact included in this press release regarding Aeroflexa™s plans and objectives of its management for future operations are forward-looking statements, including, among other things, statements concerning the timing and completion of the Offers and Aeroflexa™s financial position and liquidity giving effect to the transactions contemplated by the Offers. When used in this press release, words such as aanticipate,a abelieve,a aestimate,a aexpect,a aintenda and similar expressions, as they relate to Aeroflex or its management, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of Aeroflexa™s management, as well as assumptions made by and information currently available to its management. Actual results, risks and assumptions relating to the Offers could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, adverse developments in the global economy; adverse developments relating to the Offers; the inability to continue to develop, manufacture and market innovative, customized products and services that meet customer requirements for performance and reliability; the termination of key contracts; and the failure to comply with regulations such as International Traffic in Arms Regulations and any changes in regulations. Such statements reflect the current views of management with respect to the future and are subject to certain risks, uncertainties and assumptions. Aeroflex does not undertake any obligation to update such forward-looking statements.