PENDLETON, Ind. -- Remy International announced today it is offering to exchange newly-issued shares of its Common Stock for any and all outstanding shares of Series A Preferred Stock and Series B Preferred Stock and seeking consents to amend the Certificate of Designation for both series of Preferred Stock.
Each share of Preferred Stock will be exchanged for Common Stock in an amount equal to the liquidation preference of $1,000 per share, plus all accrued and unpaid dividends, up through the settlement date, anticipated to be Oct. 29. The newly-issued shares of Common Stock, in exchange for the Preferred, are valued at $9 per share, and if all shares of Preferred Stock are exchanged on the settlement date, Remy will issue approximately 18,016,824 new shares of Common Stock, or 207.09 shares of Common Stock for each share of Preferred Stock.
Prior to launching the Exchange Offer, Remy entered into an agreement with two of its Preferred Holders, Ore Hill Hub Fund Ltd. and Fidelity National Special Opportunities Inc., which represent approximately 84 percent of the outstanding Preferred Stock, to exchange their Preferred Stock for Common under the terms of the Exchange Offer.
The Exchange Offer requires approval by consent of 66 2/3 percent of the company's Common Stockholders, which will be solicited through a Shareholder Consent. The Consent also will amend the company's Restated Certificate of Incorporation.
To learn more, visit the
Remy website.