Constellium announces consent solicitation to amend notes of Wise Metals - Seite 2

Constellium is seeking the Proposed Amendments in connection with the previously announced Unit Purchase Agreement (the "Unit Purchase Agreement") entered into by Constellium on October 3, 2014 with Wise Metals Holdings LLC, a Delaware limited liability company (the "Seller"), and Silver Knot, LLC, a Delaware limited liability company acting as Seller's representative. Under the terms of the Unit Purchase Agreement, Constellium (or one of its wholly-owned direct or indirect subsidiaries) will purchase from Seller all right, title and interest of Seller in all of the issued and outstanding membership interests of Wise Intermediate Holdings (the purchase of the membership interests, the "Transaction").

If the Transaction is consummated and the Proposed Amendments do not become operative immediately prior to that time, a Change of Control (as defined in the Indentures) is expected to occur, which would require the applicable Note Issuer to make an offer to repurchase the applicable issuance of the Notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. Pursuant to the Proposed Amendments, the defined term "Change of Control" in each of the Indentures will be amended to provide that the Transaction will not constitute a Change of Control. The operativeness of the Proposed Amendments is not a condition to the completion of the Transaction.

The consent solicitations are subject to customary conditions, including, among other things, the receipt of valid and unrevoked consents with respect to a majority in aggregate principal amount of the applicable issuance of Notes (the "Requisite Consents") prior to the applicable Expiration Date. For each issuance of Notes, the Proposed Amendments will be effected by a supplemental indenture to the applicable Indenture, which will be executed promptly after the receipt of Requisite Consents with respect to such issuance of Notes (the "Consent Time"), as described in more detail in the Statement. Delivered consents may be validly revoked prior to the earlier of the applicable Consent Time and the applicable Expiration Date. However, the Proposed Amendments with respect to an issuance of Notes will not become operative until immediately prior to the consummation of the Transaction. Furthermore, the Proposed Amendments will not become operative if the Transaction is not consummated on or prior to July 3, 2015 and will cease to be operative if Constellium (or one of its subsidiaries), on behalf of and as agent for the Note Issuers, does not pay the Consent Fee to the Paying Agent promptly (and in any event within 3 business days) following the effective time of the Transaction.