Unisys Corporation ("Unisys” or the "Company”) (NYSE: UIS) today
announced the results, as of 5:00 p.m., New York City time, on July 14,
2009 (the "early tender date”) of its previously announced private
offers to exchange its 6 7/8% Senior Notes due 2010 (the "2010 Notes”),
8% Senior Notes due 2012 (the "2012 Notes”), 8½% Senior Notes due 2015
(the "2015 Notes”) and 12½% Senior Notes due 2016 (the "2016 Notes” and,
collectively with the 2010 Notes, 2012 Notes and 2015 Notes, the "Senior
Notes”) for new secured notes, cash and shares of the Company’s common
stock. The Company has been advised by the exchange agent for the
exchange offers that, as of the early tender date, approximately 77%,
73%, 66% and 28% of aggregate principal amount of outstanding 2010
Notes, 2012 Notes, 2015 Notes and 2016 Notes, respectively, had been
tendered. Because the withdrawal deadline relating to the exchange
offers expired at 5:00 p.m., New York City time, on July 14, these
notes, as well as any subsequently tendered notes, may not be withdrawn.
As previously disclosed, the exchange offers and consent solicitations
expire at midnight, New York City time, on July 28, 2009, unless
extended.
The exchange offers have a condition that notes representing at least
40.0% of the aggregate principal amount of each of the 2010 Notes and
the 2012 Notes be tendered. This condition has now been met.
In conjunction with the exchange offers, the Company is also soliciting
consents from holders of the Senior Notes to certain proposed amendments
to the indentures under which the Senior Notes were issued, which would
eliminate substantially all of the restrictive covenants and certain
events of default in those indentures. A tender of Senior Notes by any
holder in the exchange offers constitutes a consent by such holder in
favor of the proposed amendments. The Company has now obtained the
consents necessary to so amend the indenture governing the 2010 Notes,
the 2012 Notes and the 2015 Notes.
The terms and conditions of the exchange offers and consent
solicitations are set forth solely in the confidential offering circular
and consent solicitation statement dated June 30, 2009 (the "Offering
Circular”) relating to the exchange offers and the consent solicitations
and the accompanying letter of transmittal and consent (together with
the Offering Circular, the "Offering Documents”). Offering Documents are
being distributed only to holders of Senior Notes who complete a form
confirming that they are within the category of eligible holders for
these private offers. The exchange offers and consent solicitations are
made only by, and pursuant to, the terms set forth in the Offering
Circular, and the information in this press release is qualified by
reference to the Offering Documents. Subject to applicable law, Unisys
may amend, extend or terminate any of the exchange offers and any of the
consent solicitations.
The exchange offers are being made, and the new secured notes and common
stock are being offered and issued within the United States only to
"qualified institutional buyers” as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act”), and outside
the United States to non-U.S. investors. The new secured notes and the
common stock being offered have not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The Company plans to enter into a registration rights agreement pursuant
to which certain holders of the common stock will be granted certain
registration rights. This press release does not constitute a
solicitation of an offer to buy or an offer to sell senior notes, new
secured notes or common stock subject to the exchange offers in any
jurisdiction.
About Unisys
Unisys is a worldwide information technology company. We provide a
portfolio of IT services, software, and technology that solves critical
problems for clients. We specialize in helping clients secure their
operations, increase the efficiency and utilization of their data
centers, enhance support to their end users and constituents, and
modernize their enterprise applications. To provide these services and
solutions, we bring together offerings and capabilities in outsourcing
services, systems integration and consulting services, infrastructure
services, maintenance services, and high-end server technology. With
more than 26,000 employees, Unisys serves commercial organizations and
government agencies throughout the world. For more information, visit www.unisys.com.
Forward-Looking Statements
Any statements contained in this press release that are not historical
facts are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
include, but are not limited to, any statements of the Company’s plans,
strategies or objectives for future operations; statements regarding
future economic conditions or performance; and any statements of belief
or expectation. All forward-looking statements rely on assumptions and
are subject to various risks and uncertainties that could cause actual
results to differ materially from expectations. There can be no
assurance that the exchange offers and the consent solicitations will be
completed. Factors that could affect the Company’s future results
include: the Company’s ability to refinance its debt; the economic and
business environment; the Company’s ability to access external credit
markets; the Company’s significant pension obligations; the success of
the Company’s turnaround program; aggressive competition in the
information services and technology marketplace; volatility and rapid
technological change in the Company’s industry; the Company’s ability to
retain significant clients; the Company’s ability to grow outsourcing;
the Company’s ability to drive profitable growth in consulting and
systems integration; market demand for the Company’s high-end enterprise
servers and maintenance on these servers; the risk that the Company’s
contracts may not be as profitable as expected or provide the expected
level of revenues and that contracts with U.S. governmental agencies may
be subject to audits, criminal penalties, sanctions and other expenses
and fines; the risk that the Company may face damage to its reputation
or legal liability if its clients are not satisfied with its services or
products; the performance and capabilities of third parties with whom
the Company has commercial relationships; the risks of doing business
internationally; the business and financial risk in implementing future
dispositions or acquisitions; the potential for infringement claims to
be asserted against the Company or its clients and the possibility that
pending litigation could affect the Company’s results of operations or
cash flow. Additional discussion of these and other factors that could
affect Unisys’ future results is contained in its periodic filings with
the Securities and Exchange Commission. Unisys assumes no obligation to
update any forward-looking statements.
RELEASE NO.: 0715/9006
Unisys is a registered trademark of Unisys Corporation. All other brands
and products referenced herein are acknowledged to be trademarks or
registered trademarks of their respective holders.
