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International Wire Group, Inc. Announces Holding Company Reorganization and Plan to Offer Senior PIK Toggle Notes

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  Published in House and Home on Friday, May 27th 2011 at 13:21 GMT by Market Wire
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CAMDEN, N.Y.--([ BUSINESS WIRE ])--International Wire Group, Inc. (aIWGa) (Pink Sheets: ITWG) announced today that it intends to privately offer $100.0 million aggregate principal amount of Senior PIK Toggle Notes due 2015 (the aNotesa) through a new holding company, International Wire Group Holdings, Inc. (aHoldingsa).

Prior to the completion of the Notes offering, IWG intends to implement a corporate reorganization to effect a holding company structure. In the reorganization, holders of IWG common stock will receive one share of Holdingsa™ common stock for each share of IWG common stock that they own. All outstanding options to purchase shares of IWG common stock will become options to purchase shares of Holdingsa™ common stock.

Holdings intends to use the net proceeds of this offering to make a special distribution to its stockholders and option holders in an amount not to exceed $100.0 million in the aggregate, or approximately $9.14 per share or option. The distribution is subject to the completion of the proposed offering. The record date and payment date for the distribution will be announced following the completion of the offering.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the aSecurities Acta) or any state securities laws and may not be offered or sold in the United States or for the account or benefit of any United States citizen or in any way distributed in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes in the United States. The Notes will not be sold in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Forward-Looking Information is Subject to Risk and Uncertainty

Certain statements in this release may constitute aforward-lookinga statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words abelieves,a aexpects,a amay,a awill,a awould,a ashould,a aseeks,a apro forma,a aanticipates,a aintends,a aplans,a aestimates,a or the negative of any thereof or other variations thereof or comparable terminology, or by discussions of strategy or intentions. These statements are not guarantees of future actions or performance and involve risks, uncertainties and assumptions as to future events that may not prove to be accurate. Actual actions or results may differ materially from what is expressed or forecasted in these forward-looking statements as we may be unable to complete the sale of the Notes, to complete the holding company reorganization or to make the distribution to stock and option holders described above. As a result, these statements speak only as of the date they were made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many important factors could cause our results to differ materially from those expressed in these forward-looking statements. These factors include, but are not limited to, general market conditions, national or global events affecting the capital markets, unforeseen developments in our business or industry or changes in law or regulations governing our ability to complete the offering, the reorganization or the distribution.

About International Wire Group, Inc.

International Wire Group, Inc. is a manufacturer and marketer of wire products, including bare, silver-plated, nickel-plated and tin-plated copper wire, for other wire suppliers, distributors and original equipment manufacturers. Its products include a broad spectrum of copper wire configurations and gauges with a variety of electrical and conductive characteristics and are utilized by a wide variety of customers primarily in the aerospace, appliance, automotive, electronics/data communications, industrial/energy and medical device industries. IWG manufactures and distributes its products currently at 18 facilities located in the United States, Belgium, France and Italy.

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