General Cable Corporation FWP
|
|
|
Term sheet
|
|
Term Sheet to |
To preliminary prospectus dated November 8, 2006
|
|
Prospectus |
|
|
Registration Statement No. 333-138511 |
|
|
Dated November 9, 2006 |
|
|
Filed Pursuant to Rule 433 |
This free writing prospectus relates only to the securities described below and
should be read together with the preliminary prospectus dated November 8, 2006
(including the documents incorporated by reference in the preliminary
prospectus) relating to these securities.
~ $315,000,000 0.875% Senior Convertible Notes Due 2013 ~
General Cable Corporation
(BGC/NYSE)
Gross Proceeds: $315,000,000
Over-allotment Option: $40,000,000
Issuer: General Cable Corporation
Ticker/Exchange: BGC/NYSE
Net
Proceeds: Approximately $306.9 million after deducting the underwriters
discounts, commissions and offering expenses (or approximately $346.0 million if
the underwriters exercise their over-allotment option to purchase additional
notes in full).
Use of Proceeds: General Cable intends to use (1) approximately $61.4 million of
the net proceeds from this offering to repay outstanding amounts of principal
and interest under its senior secured credit facility; and (2) an estimated
$39.1 million to fund the net cost of convertible note hedge transactions to be
entered into with Merrill Lynch International (an affiliate of Merrill Lynch,
Pierce, Fenner & Smith Incorporated), Credit Suisse International (an affiliate
of Credit Suisse Securities (USA) LLC) and Wachovia Bank, National Association
(an affiliate of Wachovia Capital Markets, LLC). The remainder of the net
proceeds will be used for general corporate purposes, which may include funding
the potential expansion of General Cables business in the United States and
into foreign countries, and the potential acquisition of other complementary
businesses. Amounts used to repay General Cables senior secured credit
facility may be reborrowed.
1
0.875% Senior Convertible Notes Due 2013 Pricing Terms:
Issue Price Per Note: $1,000
Principal Amount per Note: $1,000
Maturity: November 15, 2013
Interest Rate: 0.875% per annum
Conversion Premium: 27.5%
Last Sale (11/9/2006): $39.50
Conversion Price: $50.36
Conversion Rate: 19.8560*
Conversion
Rate Cap: As set forth under the caption Conversion Rate
Conversion Procedures of the preliminary prospectus, a cap (the beneficial
conversion cap) equal to 25.3164 for adjustments to the conversion rate, subject
to the adjustments identified in the preliminary prospectus.
* Subject to anti-dilution adjustments.
Contingent Conversion Trigger: $65.47 (130% of the initial conversion price per
share of common stock).
Conversion Rights: A holder may convert its notes only under the circumstances
described in the preliminary prospectus under Description of Notes
Conversion Rights, including at any time on and after 10/15/13 through the
close of business on the business day preceding the maturity date.
Interest Pay Dates: 5/15 & 11/15 beginning 5/15/07.
Make Whole Premium Upon Certain Fundamental Changes: In the event of certain
fundamental changes, a holder may elect to convert its notes in connection with
such fundamental change, and General Cable will pay a make whole premium by
increasing the conversion rate applicable to such notes. If the stock price on
the effective date of such fundamental change transaction is less than $39.50
per share or greater than $120.00 per share, no adjustment to the conversion
rate will be made.
Make Whole Premium (Increase in Applicable Conversion Rate)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Date |
|
Stock Price on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Date |
|
11/15/06* |
|
|
11/15/07 |
|
|
11/15/08 |
|
|
11/15/09 |
|
|
11/15/10 |
|
|
11/15/11 |
|
|
11/15/12 |
|
|
11/15/13 |
|
$39.50 |
|
|
5.4604 |
|
|
|
5.4604 |
|
|
|
5.4604 |
|
|
|
5.4604 |
|
|
|
5.4604 |
|
|
|
5.4604 |
|
|
|
5.4604 |
|
|
|
5.4604 |
|
45.00 |
|
|
4.2404 |
|
|
|
4.3015 |
|
|
|
4.3320 |
|
|
|
4.3046 |
|
|
|
4.2061 |
|
|
|
3.9772 |
|
|
|
3.4891 |
|
|
|
2.3662 |
|
50.00 |
|
|
3.4331 |
|
|
|
3.4477 |
|
|
|
3.4294 |
|
|
|
3.3491 |
|
|
|
3.1912 |
|
|
|
2.8922 |
|
|
|
2.3095 |
|
|
|
0.1440 |
|
60.00 |
|
|
2.3431 |
|
|
|
2.3079 |
|
|
|
2.2401 |
|
|
|
2.1130 |
|
|
|
1.9114 |
|
|
|
1.5833 |
|
|
|
1.0194 |
|
|
|
0.0000 |
|
70.00 |
|
|
1.6671 |
|
|
|
1.6125 |
|
|
|
1.5282 |
|
|
|
1.3931 |
|
|
|
1.1960 |
|
|
|
0.9047 |
|
|
|
0.4634 |
|
|
|
0.0000 |
|
80.00 |
|
|
1.2230 |
|
|
|
1.1622 |
|
|
|
1.0778 |
|
|
|
0.9523 |
|
|
|
0.7779 |
|
|
|
0.5376 |
|
|
|
0.2215 |
|
|
|
0.0000 |
|
90.00 |
|
|
0.9195 |
|
|
|
0.8589 |
|
|
|
0.7798 |
|
|
|
0.6687 |
|
|
|
0.5204 |
|
|
|
0.3309 |
|
|
|
0.1118 |
|
|
|
0.0000 |
|
100.00 |
|
|
0.7037 |
|
|
|
0.6465 |
|
|
|
0.5759 |
|
|
|
0.4791 |
|
|
|
0.3570 |
|
|
|
0.2094 |
|
|
|
0.0634 |
|
|
|
0.0000 |
|
110.00 |
|
|
0.5459 |
|
|
|
0.4941 |
|
|
|
0.4314 |
|
|
|
0.3496 |
|
|
|
0.2491 |
|
|
|
0.1346 |
|
|
|
0.0395 |
|
|
|
0.0000 |
|
120.00 |
|
|
0.4280 |
|
|
|
0.3812 |
|
|
|
0.3272 |
|
|
|
0.2577 |
|
|
|
0.1753 |
|
|
|
0.0887 |
|
|
|
0.0262 |
|
|
|
0.0000 |
|
(No make whole premium shares below $39.50 or above $120.00)
* The original issue date of the notes.
2
Convertible Note Hedge and Warrant Transactions:
We have entered into convertible note hedges with Merrill Lynch International,
Credit Suisse International and Wachovia Bank, National Association. The
convertible note hedges are comprised of purchased call options and sold
warrants. The purchased call options are expected to reduce our exposure to
potential dilution upon the conversion of the notes. We also entered into
warrant transactions with Merrill Lynch International, Credit Suisse
International and Wachovia Bank, National Association. The sold warrants have an
exercise price that is 92.4% higher than the closing price of our common stock
on the date of this Term Sheet.
Capitalization:
The
following table sets forth General Cables capitalization as of September
29, 2006 on:
|
|
|
an actual basis; and |
|
|
|
|
on an as adjusted basis to reflect the sale of the notes and the use of proceeds therefrom as
described in the Use of Proceeds section above, after deducting
$8.1 million for the underwriters estimated discounts and our estimated
offering expenses but assuming no exercise of the underwriters over-allotment
option. |
This table should be read in conjunction with Managements Discussion
and Analysis of Financial Condition and Results of Operations and our
financial statements, including all related notes, incorporated by reference in
the preliminary prospectus. See the Incorporation of Certain Documents
by Reference section of the preliminary prospectus.
|
|
|
|
|
|
|
|
|
|
|
As of September 29, 2006 |
|
|
|
Actual |
|
As Adjusted |
|
|
|
(unaudited, in millions) |
|
Cash and cash equivalents |
|
$ |
80.4 |
|
|
$ |
286.8 |
|
|
|
|
|
|
|
|
Debt: |
|
|
|
|
|
|
|
|
Senior secured credit facility(1)(2) |
|
|
61.3 |
|
|
|
|
|
Spanish secured term loan |
|
|
35.3 |
|
|
|
35.3 |
|
Other secured debt |
|
|
23.1 |
|
|
|
23.1 |
|
Senior notes due 2010 |
|
|
285.0 |
|
|
|
285.0 |
|
Senior convertible notes due 2013 being offered hereby |
|
|
|
|
|
|
315.0 |
|
Other debt |
|
|
44.9 |
|
|
|
44.9 |
|
|
|
|
|
|
|
|
Total debt |
|
$ |
449.6 |
|
|
$ |
703.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value; 25,000,000 shares authorized: |
|
|
|
|
|
|
|
|
Series A redeemable convertible preferred stock; 2,070,000 shares
authorized; issued and outstanding |
|
$ |
5.1 |
|
|
$ |
5.1 |
|
Common stock, $0.01 par value; 75,000,000 shares authorized; issued
and outstanding shares: 51,439,709 shares actual and as adjusted
(net of 4,999,035 treasury shares actual and as adjusted)(3) |
|
|
0.6 |
|
|
|
0.6 |
|
Additional paid-in capital |
|
|
276.0 |
|
|
|
275.5 |
|
Treasury stock |
|
|
(53.0 |
) |
|
|
(53.0 |
) |
Retained earnings |
|
|
203.5 |
|
|
|
203.5 |
|
Accumulated other comprehensive income |
|
|
7.0 |
|
|
|
7.0 |
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
439.2 |
|
|
|
438.7 |
|
|
|
|
|
|
|
|
Total capitalization |
|
$ |
888.8 |
|
|
$ |
1,142.0 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The as adjusted amount assumes that $61.4 million is used to repay
outstanding principal and interest under the senior secured credit facility,
which amounts may be reborrowed. See Use of Proceeds above. |
|
(2) |
|
Excludes $31.7 million of letters of credit outstanding under the senior
secured credit facility. |
|
(3) |
|
Excludes (i) an aggregate of approximately 1.6 million shares of common
stock issuable upon the exercise of outstanding stock options; (ii)
approximately 510,000 shares of common stock that may be received upon General
Cables conversion of outstanding Series A preferred stock; and (iii) shares of
common stock that may be received upon conversion of the notes being offered in
the offering. |
3
Trade Date: 11/9/06
Settlement Date: 11/15/06
CUSIP: 369300AD0
|
|
|
Underwriters:
|
|
Merrill Lynch & Co. |
|
|
Credit Suisse |
|
|
Banc of America Securities LLC |
|
|
UBS Investment Bank |
|
|
Wachovia Securities |
You should rely only on the information contained or incorporated by reference
in the preliminary prospectus dated November 8, 2006, as supplemented by this
term sheet in making an investment decision with respect to these securities.
The offering is being made only be means of a prospectus. Before you invest, you
should read the prospectus and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering. You may get
these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-500-5408.
This announcement and any offer if made subsequently is directed only at persons
in member states of the European Economic Area who are qualified investors
within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive
2003/71/EC) (Qualified Investors). Any person in the EEA who acquires the
securities in any offer (an investor) or to whom any offer of the securities
is made will be deemed to have represented and agreed that it is a Qualified
Investor. Any investor will also be deemed to have represented and agreed that
any securities acquired by it in the offer have not been acquired on behalf of
persons in the EEA other than Qualified Investors or persons in the UK and other
member states (where equivalent legislation exists) for whom the investor has
authority to make decisions on a wholly discretionary basis, nor have the
securities been acquired with a view to their offer or resale in the EEA to
persons where this would result in a requirement for publication by the company,
Merrill Lynch International (MLI) or any other manager of a prospectus
pursuant to Article 3 of the Prospectus Directive. The company, MLI and their
affiliates, and others will rely upon the truth and accuracy of the foregoing
representations and agreements.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA
BLOOMBERG OR ANOTHER EMAIL SYSTEM.
4