Cytec Industries Reports Cash Tender Offers for Notes

Jul 03, 2009 (Close-Up Media via COMTEX) -- CYT | Quote | Chart | News | PowerRating -- Cytec Industries announced the commencement of cash tender offers for the outstanding senior debt securities of two series listed below.

In a release dated June 30, the company stated:

- The tender offers are being made pursuant to an Offer to Purchase dated June 30, and a related Letter of Transmittal, dated June 30, which set forth a more detailed description of the tender offers.

- Upon the terms and subject to the conditions described in the Offer to Purchase, the Letter of Transmittal and any amendments or supplements to the foregoing, Cytec offers to purchase for cash (1) any and all of the 5.50 percent Notes Due October 1, 2010 (the "2010 Notes") and (2) up to $250,000,000 in aggregate principal amount, less any amount accepted in the Any and All Tender Offer of the 4.60 percent Notes Due July 1, 2013 (the "2013 Notes") with a maximum repurchase amount of $50,000,000 (the "Maximum Tender Amount"). We refer to our offer to purchase the 2010 Notes as the "Any and All Tender Offer" and we refer to our offer to purchase the 2013 Notes as the "Maximum Tender Offer." We refer to both offers, collectively, as the "tender offers."

- The Any and All Tender Offer for the 2010 Notes will expire at 5 p.m., New York City time, on July 14, and the Maximum Tender Offer for the 2013 Notes will expire at 11:59 p.m., New York City time, on July 28, in each case unless extended or earlier terminated.

- The Total Consideration includes the Early Tender Premium and is payable only in respect of the 2013 Notes validly tendered (and not validly withdrawn) on or prior to 5 p.m., New York City time, on July 14, (the "Early Tender Date"), and accepted for payment.

- Our obligation to accept for payment and to pay for the 2010 Notes or the 2013 Notes (collectively, the "Securities") in either of the tender offers is subject to the satisfaction or waiver of a number of conditions including the completion by us of a public offering of not less than $250,000,000 in aggregate principal amount of unsecured senior debt securities that closes no later than the Early Tender Date on terms reasonably satisfactory to us. The tender offers are not contingent upon the tender of any minimum principal amount of Securities. Cytec reserves the right to waive any one or more of the conditions at any time.

- The tender offer consideration for each $1,000 principal amount of each series of the Securities validly tendered and accepted for purchase pursuant to the tender offers will be the applicable tender offer consideration for such series of Securities set forth in the table above (with respect to each series, the "Tender Offer Consideration"). Holders of 2013 Notes that are validly tendered at or prior to the Early Tender Date and accepted for purchase will receive the Tender Offer Consideration for the 2013 Notes plus the applicable early tender premium set forth in the table above (the "Early Tender Premium" and, together with the Tender Offer Consideration, the "Total Consideration"). Holders of 2013 Notes tendered after the Early Tender Date but before the applicable expiration date and accepted for purchase will receive applicable the Tender Offer Consideration, payable on the applicable settlement date, but not the Early Tender Premium. Holders of the 2010 Notes that are validly tendered at or prior to the applicable expiration date and are accepted for purchase will receive the applicable Tender Offer Consideration, payable on applicable settlement date.

- Payments for securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of securities up to, but not including, the applicable settlement date. The settlement dates are expected to be one business day following the applicable expiration dates of the tender offers.

- If the aggregate principal amount for 2013 Notes that are validly tendered exceeds the Maximum Tender Amount, Cytec will accept for payment only such portion of the 2013 Notes that does not result in an aggregate principal amount purchased that is above the Maximum Tender Amount. As a result, assuming any 2010 Notes are accepted, all tendered 2010 Notes will be accepted for purchase before any tendered 2013 Notes are accepted. After accepting the 2010 Notes, if a portion of the Maximum Tender Amount remains and is sufficient to allow us to accept some, but not all of the validly tendered 2013 Notes, the amount of 2013 Notes purchased will be prorated based on the aggregate principal amount of 2013 Notes validly tendered in the Maximum Tender Offer, rounded down to the nearest integral multiple of $1,000.

- Tenders of the 2010 Notes and the 2013 Notes may be withdrawn at any time prior to 5 p.m., New York City time, on July 14, but may not be withdrawn thereafter.

Cytec has retained Citigroup Global Markets, RBS Securities, and Wells Fargo Securities to serve as dealer managers for the tender offers. Global Bondholder Services has been retained to serve as the depositary and to serve as information agent.

Cytec Industries is a specialty chemicals and materials company focused on developing, manufacturing and selling value-added products. Its products serve a diverse range of end markets including aerospace, adhesives, automotive and industrial coatings, chemical intermediates, inks, mining and plastics.

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