Allis-Chalmers Amends Terms of Tender Offers for Senior Notes

Allis-Chalmers announced certain amendments to the terms of its previously announced tender offers to purchase limited amounts of its 9.0% Senior Notes due 2014 and its 8.5% Senior Notes due 2017.

Pursuant to its Offer to Purchase dated May 20, 2009, Allis-Chalmers commenced tender offers to purchase up to a maximum acceptance amount of $100,000,000 of the 9.0% Notes and up to a maximum acceptance amount of $25,000,000 of the 8.5% Notes, in each case at a purchase price determined in accordance with the procedures of a modified "Dutch Auction."

Allis-Chalmers is amending the terms of the tender offers as follows:

  • The 8.5% Maximum Acceptance Amount is increased from $25,000,000 to $50,000,000. Accordingly, Allis-Chalmers is offering to purchase up to $50,000,000 aggregate principal amount of its 8.5% Notes, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, in each case as amended by this press release.
  • The 9.0% Maximum Acceptance Amount is decreased from $100,000,000 to $75,000,000. Accordingly, Allis-Chalmers is offering to purchase only up to $75,000,000 aggregate principal amount of its 9.0% Notes, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, in each case as amended by this press release.
  • The Early Participation Date applicable to each of the tender offers is extended from 9:00 a.m., Eastern Time, on June 3, 2009 to 5:00 p.m., Eastern Time, on June 18, 2009. Consequently, holders who tender their Notes of either series prior to such extended time, and have their Notes accepted by Allis-Chalmers for purchase, will be entitled to the Total Consideration for such Notes, which will include the Early Participation Payment of $20.00 per $1,000 principal amount of Notes accepted for purchase.

The Withdrawal Date applicable to each of the tender offers will continue to be 9:00 a.m., Eastern Time, on Wednesday, June 3, 2009.

Consequently, holders who have tendered and not withdrawn their Notes prior to that time are not entitled to withdraw their Notes, and similarly, holders of Notes who tender their Notes after the Withdrawal Date, but on or prior to the Expiration Date, may not withdraw their tendered Notes.

Each of the tender offers will continue to expire at 5:00 p.m., Eastern Time, on June 18, 2009, unless extended or earlier terminated by Allis-Chalmers.

The Tender Offers are conditioned upon the satisfaction or waiver of certain conditions, including Allis-Chalmers’ receipt of the funds necessary to complete the Tender Offers from its previously announced rights offering and convertible preferred stock sale, which are each subject to certain terms and conditions. Subject to applicable law, Allis-Chalmers may terminate the Tender Offers at any time before the Expiration Date in its sole discretion.
 

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