HIGHLAND HEIGHTS, Ky.--(BUSINESS WIRE)--Sept. 25, 2007--General
Cable Corporation (NYSE:BGC) (the "Company") announced today that it
has commenced a private offering, subject to market conditions, of
$400 million in aggregate principal amount of senior convertible notes
due 2012 (the "Notes"). The Company has granted to the initial
purchaser an option to purchase up to an additional $60 million in
principal amount of Notes on the same terms and conditions as those
sold in the offering, solely to cover over-allotments.
The purpose of this offering is to fund a portion of the purchase
price for the previously disclosed acquisition of the wire and cable
business of Freeport-McMoRan Copper & Gold Inc. and related costs and,
if such acquisition is not consummated for any reason, for general
corporate purposes, which may include funding the potential expansion
of our business in the United States and into foreign countries and
the acquisition of other complementary businesses.
The Notes will be convertible into General Cable Corporation
common stock under certain circumstances at a to-be-determined premium
to the market price of the common stock when the Notes are priced.
Upon conversion, holders will receive cash up to the principal amount
and any excess conversion value will be delivered, at our election, in
cash, common stock or a combination of cash and common stock. The
interest rate and other terms will be provided upon pricing of the
Notes.
The Notes will be sold to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"). The Notes and the common stock issuable upon
conversion of the Notes have not been registered under the Securities
Act or any state securities laws, and unless so registered, may not be
offered or sold in the United States except pursuant to an exemption
from the registration requirements of the Securities Act and
applicable state laws. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any of these
Notes, nor shall it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
Certain statements in this press release, including, without
limitation, statements regarding future financial results and
performance, plans and objectives, capital expenditures and the
Company's or management's beliefs, expectations or opinions, are
forward-looking statements. These statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Actual results may differ materially from those statements as
a result of factors, risks and uncertainties over which the Company
has no control. Such factors include reliance on dividends and other
transfers from subsidiaries to repay indebtedness; ability to service
outstanding indebtedness; the Company's failure to comply with
covenants in existing and future financing arrangements; covenants
contained in existing indebtedness that restrict the Company's
business operations; downgrade in the Company's credit ratings;
ability to repurchase outstanding notes; ability to pay the conversion
price on convertible notes; the economic strength and competitive
nature of the geographic markets that the Company serves; economic,
political and other risks of maintaining facilities and selling
products in foreign countries; changes in industry standards and
regulatory requirements; advancing technologies, such as fiber optic
and wireless technologies; volatility in the price of copper and other
raw materials, as well as fuel and energy and the Company's ability to
reflect such volatility in its selling prices; interruption of
supplies from the Company's key suppliers; the failure to negotiate
extensions of the Company's labor agreements on acceptable terms; the
Company's ability to increase manufacturing capacity and achieve
productivity improvements; the Company's dependence upon distributors
and retailers for non-exclusive sales of certain of the Company's
products; pricing pressures in the Company's end markets; the
Company's ability to maintain the uncommitted accounts payable or
accounts receivable financing arrangements in its European operations;
the impact of any additional charges in connection with plant closures
and the Company's inventory accounting practices; the impact of
certain asbestos litigation, unexpected judgments or settlements and
environmental liabilities; the ability to successfully integrate the
proposed acquisition and other acquisitions, costs associated with the
proposed acquisition and other acquisitions; the receipt and timing of
regulatory approvals for the proposed acquisition; the ability to
finance the acquisition purchase price and expiration of the
commitment letter; the possibility that the acquisition will not
close; the reaction of customers, suppliers and competitors to the
proposed acquisition; general market perception of the proposed
acquisition, diversion of management attention from other business
concerns due to the proposed acquisition and other acquisitions;
undisclosed or unanticipated liabilities and risks resulting from the
proposed acquisition; increased indebtedness resulting from the
funding of the proposed acquisition; operations in additional foreign
countries and political instability in such countries; the ability to
successfully identify and finance other acquisitions; the impact of
terrorist attacks or acts of war which may affect the markets in which
the Company operates; the Company's ability to retain key employees;
the Company's ability to service debt requirements and maintain
adequate domestic and international credit facilities and credit
lines; the impact on the Company's operating results of its pension
accounting practices; the Company's ability to avoid limitations on
utilization of net losses for income tax purposes; volatility in the
market price of the Company's common stock all of which are more fully
discussed in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 1, 2007, as well as any
current and periodic reports filed with the Commission subsequent to
such date. The Company undertakes no obligation to release publicly
the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events.
CONTACT: General Cable Corporation
Michael P. Dickerson, Vice President of Finance and
Investor Relations, 859-572-8684
SOURCE: General Cable Corporation
