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EVANSVILLE, IN December 20, 2006 – United Components, Inc. (“UCI”) announced today that its ultimate parent company, UCI Holdco, Inc. (“UCI Holdco”), closed a private placement $235 million aggregate principal amount of Floating Rate Senior PIK Notes due 2013 (the “Notes”). The Notes were offered in a private placement to qualified institutional buyers under Rule 144A and certain non-U.S. persons under Regulation S under the United States Securities Act of 1933, as amended (the “Act”).
The net proceeds of the offering will be used, together with cash on hand, to pay a special dividend to UCI Holdco’s stockholders in an amount of $260 million.
The Notes have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The issuance of the Notes has been structured to allow secondary market trading under Rule 144A under the Act.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such an offering or sale would be unlawful.
Forward Looking Statements
All statements, other than statements of historical facts, included in this press release that address activities, events or developments that UCI expects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements give UCI’s current expectations and projections relating to the financial condition, results of operations, plans, objectives, future performance and business of UCI and its subsidiaries. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They are subject to uncertainties and factors relating to UCI’s operations and business environment, all of which are difficult to predict and many of which are beyond UCI’s control. UCI cautions investors that these uncertainties and factors, including those discussed in Item 1A of UCI’s 2005 Annual Report on Form 10-K and in its other SEC filings, could cause UCI’s actual results to differ materially from those stated in the forward-looking statements. UCI cautions that investors should not place undue reliance on any of these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, UCI undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. |
