Jlg (NYSE:JLG)
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JLG Industries, Inc. (NYSE:JLG) announced today that it had received, as
of 5:00 p.m., New York City time, on November 21, 2006, tenders and
consents from holders of more than 97.5% of its outstanding 8 1/4%
Senior Notes due May 1, 2008 (the “2008 Notes”)
and more than 99.2% of its outstanding 8 3/8% Senior Subordinated Notes
due June 15, 2012 (the “2012 Notes”
and, together with the 2008 Notes, the “Notes”)
in connection with its cash tender offers and consent solicitations for
the Notes. The number of consents received substantially exceeded the
number needed to approve the adoption of the proposed amendments to the
indentures under which the Notes were issued. The terms of the tender
offers and consent solicitations for the Notes are detailed in JLG’s
Offer to Purchase and Consent Solicitation Statement dated November 6,
2006 (the “Offer to Purchase”).
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 (“Oshkosh”)
and Steel Acquisition Corp., a wholly-owned subsidiary of Oshkosh.
Based on the consents received, JLG is expected to execute as soon as
practicable supplemental indentures that will, once operative, eliminate
most of the restrictive covenants and events of default in the
indentures for the 2008 Notes and the 2012 Notes. The supplemental
indentures will not become operative unless and until Notes are accepted
for purchase by JLG pursuant to the tender offers.
The tender offers will expire at midnight, New York City time, on
December 5, 2006 (the “Expiration Time”),
unless extended or earlier terminated by JLG.
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.
Holders who validly tender Notes after 5:00 p.m., New York City time, on
November 21, 2006 but prior to the Expiration Time will not receive the
consent payment of $30 per $1,000 principal amount of Notes tendered.
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.
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, letter of transmittal and consent and related
documents have been distributed to noteholders. 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.)
About JLG
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 multichannel 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 has distributed to noteholders. 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.
NOTE: Information contained on our website is not incorporated by
reference into this press release.
JLG Industries, Inc. (NYSE:JLG) announced today that it had
received, as of 5:00 p.m., New York City time, on November 21, 2006,
tenders and consents from holders of more than 97.5% of its
outstanding 8 1/4% Senior Notes due May 1, 2008 (the "2008 Notes") and
more than 99.2% of its outstanding 8 3/8% Senior Subordinated Notes
due June 15, 2012 (the "2012 Notes" and, together with the 2008 Notes,
the "Notes") in connection with its cash tender offers and consent
solicitations for the Notes. The number of consents received
substantially exceeded the number needed to approve the adoption of
the proposed amendments to the indentures under which the Notes were
issued. The terms of the tender offers and consent solicitations for
the Notes are detailed in JLG's Offer to Purchase and Consent
Solicitation Statement dated November 6, 2006 (the "Offer to
Purchase").
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 ("Oshkosh") and Steel Acquisition
Corp., a wholly-owned subsidiary of Oshkosh.
Based on the consents received, JLG is expected to execute as soon
as practicable supplemental indentures that will, once operative,
eliminate most of the restrictive covenants and events of default in
the indentures for the 2008 Notes and the 2012 Notes. The supplemental
indentures will not become operative unless and until Notes are
accepted for purchase by JLG pursuant to the tender offers.
The tender offers will expire at midnight, New York City time, on
December 5, 2006 (the "Expiration Time"), unless extended or earlier
terminated by JLG.
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.
Holders who validly tender Notes after 5:00 p.m., New York City
time, on November 21, 2006 but prior to the Expiration Time will not
receive the consent payment of $30 per $1,000 principal amount of
Notes tendered. 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.
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, letter of transmittal and consent and
related documents have been distributed to noteholders. 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.)
About JLG
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 multichannel 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 has distributed to noteholders. 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.
NOTE: Information contained on our website is not incorporated by
reference into this press release.