HEAD N.V. and HTM Sport- und Freizeitgeräte AG (“HTM”), a Subsidiary of HEAD N.V., Announce Results of Private Exchange Offer and Consent Solicitation Relating to HTM’s €135,000,000 8½% Senior Notes due 2014.
Amsterdam – August 14, 2009 – HEAD (VSX: HEAD, U.S. OTC: HEDYY.PK), a leading global manufacturer and marketer of sports equipment, and HTM, a subsidiary of Head N.V., announced today the results of the private exchange offer (the “Exchange Offer”) to exchange HTM’s outstanding €135,000,000 8½% Senior Notes due 2014 (the “Existing Notes”) for HTM’s newly issued secured notes (the “Secured Notes”) and Head N.V. ordinary shares (the “Offered Shares”). The private offer was not made to all holders of Existing Notes, but exclusively to certain holders as further specified below.
The Existing Notes were, and the Secured Notes will be, issued by HTM. The Secured Notes will be jointly and severally guaranteed by Head N.V. and Head Holding Unternehmensbeteiligung GmbH, HTM’s indirect and direct parent companies, respectively, and certain of HTM’s subsidiaries, and will be secured by pledges or charges, as applicable, over certain inventory and trade receivables of HTM and certain subsidiaries of HTM, and cash under certain circumstances.
The Exchange Offer, which is subject to the terms and conditions described in the the offering circular dated April 21, 2009, as supplemented by the first supplement thereto dated May 7, 2009 and the second supplement thereto dated July 30, 2009 (the “Offering Circular”), expired at 5:00 p.m., London time, on August 13, 2009. As of the expiration date, €85,723,000 in aggregate principal amount of the Existing Notes had been validly tendered in the Exchange Offer and will be accepted for exchange into approximately €43,738,000 in aggregate principal amount of Secured Notes and 22,491,278 Head N.V. ordinary shares.
An application will be made to admit the Secured Notes to listing on the Official list of the Luxembourg Stock Exchange and to trading on the Euro MTF Market of that exchange and to admit the Head N.V. shares issued in the Exchange Offer to trading on the Vienna Stock Exchange.
Head N.V. and HTM anticipate that the settlement date for the Exchange Offer will be August 19, 2009.
The Exchange Offer was made within the United States only to “qualified institutional buyers” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons located outside of the United States in accordance with Regulation S. The Secured Notes and the Offered Shares have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy Existing Notes, Secured Notes or Offered Shares in any jurisdiction in which such an offer or sale would be unlawful.
The Exchange Offer was not being made and will not be made, directly or indirectly, in or into the Republic of Italy, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange publicly or privately available in the Republic of Italy.
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions, as they relate to Head N.V., its management or third parties, identify forward-looking statements. Forward-looking statements include statements regarding Head N.V.’s business strategy, financial condition, results of operations, and market data, as well as any other statements that are not historical facts. These statements reflect beliefs of Head N.V.’s management as well as assumptions made by its management and information currently available to Head N.V. Although Head N.V. believes that these beliefs and assumptions are reasonable, the statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors include, but are not limited to, the following: the impact of the current global economic turmoil, weather and other factors beyond their control, competitive pressures and trends in the sporting goods industry, our ability to implement their business strategy, our liquidity and capital expenditures, our ability to obtain financing, our ability to realize the cost savings expected from the cost reduction program, our ability to compete, including internationally, our ability to introduce new and innovative products, legal proceedings and regulatory matters, our ability to fund their future capital needs, and general economic conditions. These factors, risks and uncertainties expressly qualify all subsequent oral and written forward-looking statements attributable to Head N.V. or persons acting on its behalf.