Jlg (NYSE:JLG)
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JLG Industries, Inc. (NYSE:JLG) announced today that it has commenced
offers to purchase for cash any and all of its outstanding 8 1/4% Senior
Notes due 2008 (the “2008 Notes”)
in an aggregate principal amount of $89,545,000 and 8 3/8% Senior
Subordinated Notes due 2012 (the “2012 Notes”
and, together with the 2008 Notes, the “Notes”)
in an aggregate principal amount of $113,750,000. In connection with the
offers, holders of the Notes are being solicited to provide consents to
certain amendments to the indentures for the Notes that would eliminate
most of the restrictive covenants and events of default contained in the
indentures.
JLG is making the offers as required by the Agreement and Plan of Merger
dated October 15, 2006 (the “Merger Agreement”),
by and among JLG, Oshkosh Truck Corporation and Steel Acquisition Corp.
The consent solicitations will expire at 5:00 p.m., New York City time,
on November 20, 2006 (the “Consent Deadline”),
and the offers will expire at midnight, New York City time, on December
5, 2006, in each case unless extended or earlier terminated by JLG.
As described in more detail in the Offer to Purchase and Consent
Solicitation Statement dated November 6, 2006, a copy of which will be
distributed to noteholders promptly, the total consideration for each
$1,000 principal amount of Notes validly tendered and accepted for
purchase by JLG will be calculated based upon a fixed spread of 50 basis
points over the bid side yield on the 4.875% U.S. Treasury Note due
April 30, 2008, in the case of the 2008 Notes, and the 3.5% U.S.
Treasury Note due May 31, 2007, in the case of the 2012 Notes. The
foregoing total consideration for the Notes includes a consent payment
equal to $30 per $1,000 principal amount of Notes tendered. Holders must
validly tender their Notes on or before the Consent Deadline in order to
be eligible to receive the total consideration, which includes the
consent payment. Holders who validly tender their Notes after the
Consent Deadline and before the expiration of the offers will only be
eligible to receive an amount equal to the total consideration minus the
consent payment. Additionally, holders whose Notes are purchased
pursuant to the offers will receive any accrued but unpaid interest for
the period up to but not including the payment date for the Notes.
Completion of the offers and consent solicitations is subject to the
satisfaction of certain conditions, including, but not limited to, with
respect to each series of Notes, receipt of valid tenders and consents
from at least a majority in principal amount of such series of
outstanding Notes not owned by JLG or any of its affiliates and the
consummation of the merger of Steel Acquisition Corp. with and into JLG
pursuant to the Merger Agreement. Consummation of the merger is not
conditioned upon completion of the offers or the consent solicitations.
The offers and consent solicitations may be amended, extended or, under
certain conditions, terminated. However, pursuant to the Merger
Agreement, JLG cannot waive any condition to the offers without the
prior written consent of Oshkosh. A more comprehensive description of
the offers and the consent solicitations can be found in the Offer to
Purchase and Consent Solicitation Statement and the related Letter of
Transmittal dated November 6, 2006.
The information agent for the offers and consent solicitations is
Innisfree M&A Incorporated. The depositary for the offers is The Bank of
New York. The dealer managers for the offers and consent solicitation
agents for the consent solicitations are J.P. Morgan Securities Inc.
((212) 270-3994, call collect) and Banc of America Securities LLC ((704)
388-9217, call collect).
The offer to purchase and consent solicitation statement, letter of
transmittal and consent and related documents will be distributed to
noteholders promptly. Noteholders with questions or who would like
additional copies of the offer documents may call the information agent,
Innisfree M&A Incorporated, toll-free at (888) 750-5834. (Banks and
brokers may call collect at (212) 750-5833.)
JLG Industries, Inc. is the world’s leading
producer of access equipment (aerial work platforms and telehandlers).
JLG’s diverse product portfolio encompasses
leading brands such as JLG® aerial work
platforms; JLG, SkyTrak®, Lull®
and Gradall® telehandlers; and an array of
complementary accessories that increase the versatility and efficiency
of these products for end users. JLG markets its products and services
through a multi-channel approach that includes a highly trained sales
force and utilizes a broad range of marketing techniques, integrated
supply programs and a network of distributors in the industrial,
commercial, institutional and construction markets. In addition, JLG
offers world-class after-sales service and support for its customers. JLG’s
manufacturing facilities are located in the United States, Belgium, and
France, with sales and service operations on six continents.
This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell JLG’s
8 1/4% senior notes due 2008 or its 8 3/8% senior subordinated notes due
2012. The offers and the consent solicitations are being made only
pursuant to the offer to purchase and consent solicitation statement,
letter of transmittal and consent and related materials that JLG will be
distributing to noteholders promptly. Noteholders and investors should
read carefully the offer to purchase and consent solicitation statement,
letter of transmittal and consent and related materials because they
contain important information, including the various terms of and
conditions to, the offers and the consent solicitations. None of
JLG, Oshkosh, the dealer managers, the information agent or the
depositary makes any recommendation in connection with the offers or the
consent solicitations.
JLG Industries, Inc. (NYSE:JLG) announced today that it has
commenced offers to purchase for cash any and all of its outstanding 8
1/4% Senior Notes due 2008 (the "2008 Notes") in an aggregate
principal amount of $89,545,000 and 8 3/8% Senior Subordinated Notes
due 2012 (the "2012 Notes" and, together with the 2008 Notes, the
"Notes") in an aggregate principal amount of $113,750,000. In
connection with the offers, holders of the Notes are being solicited
to provide consents to certain amendments to the indentures for the
Notes that would eliminate most of the restrictive covenants and
events of default contained in the indentures.
JLG is making the offers as required by the Agreement and Plan of
Merger dated October 15, 2006 (the "Merger Agreement"), by and among
JLG, Oshkosh Truck Corporation and Steel Acquisition Corp.
The consent solicitations will expire at 5:00 p.m., New York City
time, on November 20, 2006 (the "Consent Deadline"), and the offers
will expire at midnight, New York City time, on December 5, 2006, in
each case unless extended or earlier terminated by JLG.
As described in more detail in the Offer to Purchase and Consent
Solicitation Statement dated November 6, 2006, a copy of which will be
distributed to noteholders promptly, the total consideration for each
$1,000 principal amount of Notes validly tendered and accepted for
purchase by JLG will be calculated based upon a fixed spread of 50
basis points over the bid side yield on the 4.875% U.S. Treasury Note
due April 30, 2008, in the case of the 2008 Notes, and the 3.5% U.S.
Treasury Note due May 31, 2007, in the case of the 2012 Notes. The
foregoing total consideration for the Notes includes a consent payment
equal to $30 per $1,000 principal amount of Notes tendered. Holders
must validly tender their Notes on or before the Consent Deadline in
order to be eligible to receive the total consideration, which
includes the consent payment. Holders who validly tender their Notes
after the Consent Deadline and before the expiration of the offers
will only be eligible to receive an amount equal to the total
consideration minus the consent payment. Additionally, holders whose
Notes are purchased pursuant to the offers will receive any accrued
but unpaid interest for the period up to but not including the payment
date for the Notes.
Completion of the offers and consent solicitations is subject to
the satisfaction of certain conditions, including, but not limited to,
with respect to each series of Notes, receipt of valid tenders and
consents from at least a majority in principal amount of such series
of outstanding Notes not owned by JLG or any of its affiliates and the
consummation of the merger of Steel Acquisition Corp. with and into
JLG pursuant to the Merger Agreement. Consummation of the merger is
not conditioned upon completion of the offers or the consent
solicitations. The offers and consent solicitations may be amended,
extended or, under certain conditions, terminated. However, pursuant
to the Merger Agreement, JLG cannot waive any condition to the offers
without the prior written consent of Oshkosh. A more comprehensive
description of the offers and the consent solicitations can be found
in the Offer to Purchase and Consent Solicitation Statement and the
related Letter of Transmittal dated November 6, 2006.
The information agent for the offers and consent solicitations is
Innisfree M&A Incorporated. The depositary for the offers is The Bank
of New York. The dealer managers for the offers and consent
solicitation agents for the consent solicitations are J.P. Morgan
Securities Inc. ((212) 270-3994, call collect) and Banc of America
Securities LLC ((704) 388-9217, call collect).
The offer to purchase and consent solicitation statement, letter
of transmittal and consent and related documents will be distributed
to noteholders promptly. Noteholders with questions or who would like
additional copies of the offer documents may call the information
agent, Innisfree M&A Incorporated, toll-free at (888) 750-5834. (Banks
and brokers may call collect at (212) 750-5833.)
JLG Industries, Inc. is the world's leading producer of access
equipment (aerial work platforms and telehandlers). JLG's diverse
product portfolio encompasses leading brands such as JLG(R) aerial
work platforms; JLG, SkyTrak(R), Lull(R) and Gradall(R) telehandlers;
and an array of complementary accessories that increase the
versatility and efficiency of these products for end users. JLG
markets its products and services through a multi-channel approach
that includes a highly trained sales force and utilizes a broad range
of marketing techniques, integrated supply programs and a network of
distributors in the industrial, commercial, institutional and
construction markets. In addition, JLG offers world-class after-sales
service and support for its customers. JLG's manufacturing facilities
are located in the United States, Belgium, and France, with sales and
service operations on six continents.
This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell
JLG's 8 1/4% senior notes due 2008 or its 8 3/8% senior subordinated
notes due 2012. The offers and the consent solicitations are being
made only pursuant to the offer to purchase and consent solicitation
statement, letter of transmittal and consent and related materials
that JLG will be distributing to noteholders promptly. Noteholders and
investors should read carefully the offer to purchase and consent
solicitation statement, letter of transmittal and consent and related
materials because they contain important information, including the
various terms of and conditions to, the offers and the consent
solicitations. None of JLG, Oshkosh, the dealer managers, the
information agent or the depositary makes any recommendation in
connection with the offers or the consent solicitations.