Foster Wheeler Completes First Phase Equity-for-Debt Exchange Offer
Foster Wheeler Ltd. (Nasdaq: FWLT) completed the first phase of its Senior Notes Exchange Offer with the settlement of $133,488,250 of aggregate principal amount of its Senior Secured Notes due September 2011, Series A, in exchange for 5,363,424.397 of new common shares. The tendered Senior Notes were exchanged in connection with Foster Wheeler's ongoing Exchange Offer for up to $150 million of aggregate principal amount of its Senior Notes. The tenders accepted were solely from certain holders with whom Foster Wheeler had entered into a lock-up agreement in connection with the Exchange Offer. Including the new common shares issued as part of the Senior Notes Exchange Offer, Foster Wheeler had 56,107,963 outstanding common shares, as of November 3, 2005.
Foster Wheeler also announced that as of November 2, 2005, a sufficient principal amount of Senior Notes has been tendered to reach the $150 million limit established in the Exchange Offer. The second phase of the Exchange Offer is expected to settle promptly after its expiration date on November 10, 2005.
"I am very pleased that this successful exchange offer will fully meet our stated objectives," said Raymond J. Milchovich, chairman, president and chief executive officer. "Most importantly, this exchange will be accretive to expected 2006 earnings per share. It will also eliminate $150 million of principal amount of debt, reducing the Company's gross debt to its lowest level since 1989, and will eliminate approximately $15 million of interest expense in 2006, all of which is expected to flow to annual income."
The Exchange Offer is currently scheduled to remain open through 5:00 p.m., New York City time, on November 10, 2005. Securities tendered during the remaining offer period may not be withdrawn and are subject to pro-ration as the aggregate amount of notes tendered has already exceeded the $150 million limit.
The terms and conditions of the Exchange Offer are as set forth in the Offer to Exchange and related documentation previously distributed to holders of Senior Notes. A copy of the Offer to Exchange and other documents relating to the Exchange Offer and Consent Solicitation may be obtained from Morrow & Co., Inc., the Information Agent for this Exchange Offer and Consent Solicitation. Morrow's telephone number for bankers and brokers is 800-654-2468 and for all other security holders is 800-607-0088. Contact the Information Agent with any questions on the Exchange Offer. Individuals holding their securities through brokers are urged to contact their brokers to receive a copy of the Offer to Exchange and other documents related to the Exchange Offer.
The foregoing reference to the Exchange Offer and Consent
Solicitation and/or any other related transactions shall not
constitute an offer to buy or exchange securities or constitute the
solicitation of an offer to sell or exchange any securities in Foster
Wheeler Ltd. or any of its subsidiaries.
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