WPP announces Private Cash Offering and Private Exchange OfferWPP plc (NYSE: WPPGY) ("WPP") announces the commencement of a private cash offering of new 10-year senior notes due 2021 together with an offer to exchange up to $450 million of existing 5.875% senior notes due 2014. More specific details are set out below:
Summary of Private Cash Offering and Private Exchange Offer
WPP commences today a private cash offering (the “Private Cash Offering”) by its subsidiary WPP Finance 2010 of senior notes due 2021 (the “New Notes”). Payments of principal, premium (if any), interest and additional amounts due under the New Notes will be jointly and severally guaranteed (the “Guarantees”) on a senior unsecured basis by WPP and its subsidiaries WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited. The terms of the issue will be determined by negotiation with the initial purchasers.
WPP also announces a private offer (the "Private Exchange Offer") to exchange a portion of the existing 5.875% senior unsecured notes due 2014 (the “Old Notes”), issued by its subsidiary WPP Finance (UK) and guaranteed by WPP and/or certain of its subsidiaries, for up to $450 million aggregate principal amount of the New Notes, guaranteed on the same basis as the New Notes issued in the Private Cash Offering. It is expected that the New Notes and Guarantees under the Private Exchange Offer will comprise part of the same series as, and will be fungible for U.S. federal income tax purposes with, the New Notes and Guarantees sold in the Private Cash Offering.
The principal amount of New Notes issuable in respect of Old Notes accepted for exchange pursuant to the Private Exchange Offer will be determined by reference to fixed spread calculations over benchmark U.S. Treasury securities (the 0.500% UST due October 15, 2014, in the case of the Old Notes, and the 2.125% UST due August 15, 2021, in the case of the New Notes), which will be described in greater detail in a press release to be issued later today. Holders tendering Old Notes after 5:00 p.m., New York City time, on November 16, 2011 will not be eligible to receive the early participation payment of $30 principal amount of New Notes included in the total consideration offered in the Private Exchange Offer. The expiration date for the Private Exchange Offer is midnight, New York City time, on December 1, 2011, unless extended. The Private Exchange Offer is being made upon the terms and subject to the conditions set forth in the confidential exchange offer memorandum dated November 2, 2011.
The New Notes and Guarantees will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws and, unless so registered, may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account or benefit of any U.S. person, except pursuant to an exemption from the registration requirements of the Securities Act. Accordingly, the New Notes and Guarantees are being offered and issued only (i) in the United States to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) outside the United States; to persons who are not U.S. persons (as defined in Regulation S under the Securities Act) and who are non-U.S. qualified offerees, as defined in the related offering memorandums.
The complete terms and conditions of the Private Cash Offering and the Private Exchange Offer are set forth in the related confidential offering memorandums. Documents relating to the Private Exchange Offer will only be distributed to noteholders who complete and return a letter of eligibility confirming that they are eligible investors for the purposes of the Private Exchange Offer. Noteholders who desire a copy of the eligibility letter should contact MacKenzie Partners, Inc., the information agent for the Private Exchange Offer, at +1 800 322-2885 (U.S. toll-free) or +1-212-929-5500 (outside the U.S.).
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities in the United States or elsewhere. The New Notes and Guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Private Cash Offering and the Private Exchange Offer are made only by, and pursuant to, the terms set forth in the related offering memorandums. Neither the Private Cash Offering nor the Private Exchange Offer are being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Feona McEwan, WPP
+44 (0)207 408 2204