#United States #Senior Secured Notes #Tender Offer #Blue Bell #Unisys Corporation

Unisys Corporation Launches Cash Tender Offer for Senior Secured Notes

Introduction
Unisys Corporation, a renowned global technology solutions provider, has taken a decisive step in managing its financial health. On June 11, 2025, the company announced the initiation of a tender offer aimed at purchasing its outstanding 6.875% Senior Secured Notes that are due in 2027. This move is part of a broader financial strategy that includes soliciting consents from noteholders to introduce significant amendments to the indenture governing these notes.

Details of the Tender Offer
The tender offer is designed to facilitate a smooth purchase of these notes for cash. As part of this process, Unisys is also seeking consents to proposed amendments that would eliminate many restrictive covenants and certain events of default tied to the notes. By addressing these factors, the company aims to strengthen its financial position and optimize its capital structure.

The proposed amendments will release the collateral securing the notes and introduce modifications to various provisions outlined in the original indenture. This ambitious restructuring forms part of a larger financing strategy that includes amending and restating their asset-based revolving credit facility.

Financing Transaction
In tandem with the tender offer, Unisys aims to issue up to $700 million in new senior secured notes due in 2031. The proceeds from this issuance are planned to be allocated to the tender offer, among other uses. Specifically, Unisys intends to utilize the net proceeds from this transaction, in combination with existing cash reserves, to fulfill its financial obligations related to the tender offer, including accrued interest and associated expenses.

Important Dates
The tender offer and consent solicitation will officially close at 5:00 PM New York City time on July 11, 2025, unless extended by Unisys. Holders who validly tender their notes by this date will be eligible to receive the total consideration, which includes an early tender premium if they act before the early tender expiration date of June 25, 2025. Those who tender their notes after this date will not qualify for the early premium.

The expected early settlement date is around June 27, 2025, pending that all tender conditions are met. The final settlement for those notes will likely occur on July 14, 2025, assuming all relevant conditions are satisfied by that date.

Conditions and Considerations
The success of this tender offer and consent solicitation hinges on meeting specific conditions, including the completion of the financing transaction satisfactory to the company. Notably, the tender offer is not predicated on receiving a minimum number of tenders or consents, as Unisys retains the right to modify the offer or its terms at its discretion.

Furthermore, holders who participate in this tender offer will automatically be considered to have delivered their consents to the proposed amendments, ensuring that both actions are conducted in unison.

Conclusion
Unisys Corporation’s proactive approach through this tender offer and consent solicitation reflects its ongoing commitment to enhancing financial flexibility and addressing capital structure challenges. As the company continues to innovate and provide solutions that empower leading organizations around the globe, these financial maneuvers are essential in maintaining its competitive edge.

For more details and specific terms of the tender offer, stakeholders are encouraged to refer to the official Offer to Purchase and Consent Solicitation Statement, released by Unisys. This strategic initiative exemplifies the company's focus on building a strong foundation for future growth while managing its current obligations effectively.