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Consent Solicitation In Relation To 10.00% Senior Notes Due 2014
By: PR Newswire
Dec. 14, 2012 11:42 AM
XINYU CITY, China and SUNNYVALE, Calif., Dec. 14, 2012 /PRNewswire/ -- LDK Solar Co., Ltd. (the "LDK Solar") (NYSE: LDK), a leading vertically integrated manufacturer of photovoltaic (PV) products, today announced a solicitation of consents (the "Consent Solicitation") to proposed amendments (the "Proposed Amendments") to the Indenture, dated as of February 28, 2011 (as supplemented or amended to the date hereof, the "Indenture"), by and between LDK Solar, the Subsidiary Guarantors (as defined therein), The Bank of New York Mellon, London Branch, as trustee and paying and transfer agent, and The Bank of New York Mellon (Luxembourg) S.A., as registrar, governing its 10.00% Senior Notes Due 2014 (ISIN No. XS0592597099, CUSIP No. 059259709) (the "2014 Notes"). The Consent Solicitation will be subject to the terms and conditions set forth in the consent solicitation statement (as the same may be amended or supplemented, the "Consent Solicitation Statement") dated December 14, 2012. Unless otherwise defined herein, capitalized terms used in this announcement have the meanings set forth in the Indenture.
LDK Solar is seeking to amend the Indenture to give it more flexibility to pursue certain actions in its liquidity and capital restructuring plan and to enhance its ability to take necessary actions to improve liquidity and increase cash flow under current challenging market conditions.
The background and a summary of the Proposed Amendments are set out as follows:
The record date for the Consent Solicitation is 5:00 p.m., London time, on December 14, 2012. The Consent Solicitation will expire at 5:00 p.m., London time, on December 21, 2012, unless extended or terminated by LDK Solar. LDK Solar is offering to the holders of record of the 2014 Notes as of the record date a consent fee of RMB10 for each RMB10,000 in principal amount of the 2014 Notes in respect of which such holder has validly delivered (and has not validly revoked) a consent pursuant to the terms and conditions of the Consent Solicitation Statement prior to its expiration. LDK Solar's obligation to accept consents and pay the consent fee is conditioned on, among other things, there being validly delivered unrevoked consents from the holders of not less than a majority in aggregate principal amount of the outstanding 2014 Notes.
For a detailed statement of the terms and conditions of the Consent Solicitation and the Proposal, holders of the 2014 Notes should refer to the Consent Solicitation Statement and related documents. The Consent Solicitation Statement will be distributed to the holders of the 2014 Notes by D.F. King Worldwide, the Information and Tabulation Agent for the Consent Solicitation and has been filed by LDK Solar with the Securities and Exchange Commission of the United States on Form 6-K. LDK Solar has engaged Citigroup Global Markets Limited to act as the solicitation agent for the Consent Solicitation. Questions from holders of 2014 Notes regarding the Consent Solicitation or requests for additional copies of the Consent Solicitation Statement or other related documents should be directed to the Information and Tabulation Agent for the Consent Solicitation, at 48 Wall Street, 22nd Floor, New York, New York 10005, United States (+1 212 493 6996 or +1 800 290 6431 (toll free within the United States)) or at City Point, 11th Floor, 1 Ropemaker Street, London, EC27 9AW, United Kingdom (+44 20 7920 9700) or Citigroup Global Markets Asia Limited, the Solicitation Agent for the Consent Solicitation, at 50F Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong, attention: Hong Kong Debt Syndicate Desk (+852 2501 2552).
This announcement is not a solicitation of consent with respect to any 2014 Notes. The Consent Solicitation is being made solely by the Consent Solicitation Statement and related documents, dated December 14, 2012, which set forth a detailed statement of the terms and conditions of the Consent Solicitation. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. No public offer of securities is to be made by the LDK Solar Co., Ltd. in the United States.
ABOUT THE COMPANY
LDK Solar is a leading vertically integrated manufacturer of photovoltaic (PV) products. LDK Solar manufactures polysilicon, mono and multicrystalline ingots, wafers, cells, modules, systems, power projects and solutions. LDK Solar's headquarters and principal manufacturing facilities are located in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the People's Republic of China. LDK Solar's office in the United States is located in Sunnyvale, California. For more information about LDK Solar and its products, please visit www.ldksolar.com.
SAFE HARBOR STATEMENT
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this press release are forward-looking statements, including but not limited to, LDK Solar's ability to raise additional capital to finance its operating activities, the effectiveness, profitability and marketability of its products, the future trading of its securities, the ability of LDK Solar to operate as a public company, the period of time during which its current liquidity will enable LDK Solar to fund its operations, its ability to protect its proprietary information, the general economic and business environment and conditions, the volatility of LDK Solar's operating results and financial condition, its ability to attract and retain qualified senior management personnel and research and development staff, its ability to timely and efficiently complete its ongoing projects, and other risks and uncertainties disclosed in LDK Solar's filings with the Securities and Exchange Commission. These forward-looking statements involve known and unknown risks and uncertainties and are based on information available to LDK Solar's management as of the date hereof and on its current expectations, assumptions, estimates and projections about LDK Solar and the PV industry. Actual results may differ materially from the anticipated results due to many factors, including changes in the market and price for the 2014 Notes; changes in the business and financial condition of LDK Solar and its subsidiaries; changes in the debt markets in general; and the occurrence of events specified in the Consent Solicitation that would trigger a condition permitting termination or amendment of the Consent Solicitation. LDK Solar undertakes no obligation to update forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, assumptions, estimates and projections except as may be required by law.
SOURCE LDK Solar Co., Ltd.
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