Constellium Launches Cash Tender Offer For Any and All of its Outstanding 6.625% Senior Notes due 2025

PARIS, Feb. 09, 2021 (GLOBE NEWSWIRE) -- Constellium SE (NYSE: CSTM) (“Constellium” or the “Company”) today announced that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding 6.625% Senior Notes due 2025 (the “Notes”). The pricing terms for the Tender Offer are set forth below.

ISIN, CUSIP / Common Code		Outstanding Principal Amount				Title of Security		Consideration*
US210383AF21, 210383AF2 144A / USN22038AD03, N22038AD0 Reg S		$650,000,000				6.625% Senior Notes due 2025		$1,018.25

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* Per $1,000 principal amount of the Notes. Tendering Holders will also receive accrued and unpaid interest to, but not including, the Settlement Date (as defined below) for the Notes purchased pursuant to the Tender Offer.

The Tender Offer is currently scheduled to expire at 5:00 p.m., New York City time, on February 19, 2021, unless extended or earlier terminated by Constellium (the “Expiration Time”).

Tenders of Notes pursuant to the Tender Offer may be validly withdrawn at or prior to the earlier of (i) the Expiration Time, or (ii) if the Tender Offer is extended, 5:00 p.m., New York City time, on the 10th business day after the commencement of such Tender Offer (the “Withdrawal Time”), but not thereafter; provided, that Notes tendered pursuant to the Tender Offer may also be validly withdrawn in the event the Tender Offer has not been consummated within 60 business days after commencement.

Payment for any Notes that are validly tendered and not validly withdrawn and accepted for purchase (including Notes delivered under the guaranteed delivery procedures) will be made promptly following the Expiration Date (such date, the “Settlement Date”). We expect the Settlement Date to occur on February 24, 2021, the third business day following the Expiration Time.

The consummation of the Tender Offer is conditioned on, among other things, (i) Constellium having completed an offering of unsecured notes for aggregate net proceeds sufficient, when taken together with other sources of immediately available cash, to fund the consideration for the Tender Offer and all other amounts required to be paid or deposited in connection with the Tender Offer, the Redemption (as defined below), and the Satisfaction and Discharge (as defined below) (the “Financing Transaction”), and (ii) the satisfaction of certain other customary conditions. The Company reserves the right to waive any and all conditions of the Tender Offer, in whole or in part, subject to applicable law. The Company expects to use the net proceeds from the Financing Transaction, together with cash on hand, to repurchase pursuant to the Tender Offer, and/or redeem, satisfy and discharge in accordance with the governing indenture, all of the Notes, and to pay related fees and expenses.