General Cable Commences Exchange Offer for Convertible Notes

General Cable announced that it has commenced an exchange offer for its outstanding 1.00 percent Senior Convertible Notes due 2012, or the 2012 notes.

In a release dated October 27, the company stated:

- Upon the terms and subject to the conditions of the exchange offer, the company is offering to exchange $925 principal amount of its new Subordinated Convertible Notes due 2029, or the 2029 notes, for each $1,000 principal amount of its outstanding 2012 notes. The company will also pay in cash accrued and unpaid interest on 2012 notes accepted for exchange from the last interest payment date to, but excluding, the date on which the exchange of 2029 notes accepted for exchange is settled.

- The 2029 notes will be convertible, at the holder's option, into cash and, in certain circumstances, shares of the company's common stock pursuant to the terms of the 2029 notes. The initial conversion price will be equal to 122.5 percent of the average VWAP, provided that the initial conversion price will in no event be less than the minimum conversion price of $36.75. The "average VWAP" will be the arithmetic average, as determined by the company, of the daily VWAP for each trading day during the 10 trading day period ending on and including the scheduled expiration date for the exchange offer, rounded to four decimal places. The "daily VWAP" for any trading day means the per share volume weighted average price of the company's common stock on that day as displayed under the heading Bloomberg VWAP on Bloomberg Page BGC.N <Equity> AQR (or its equivalent successor page if such page is not available) in respect of the period from the scheduled open of trading on the relevant trading day until the scheduled close of trading on the relevant trading day (or if such volume weighted average price is unavailable, the market price of one share of the company's common stock on such trading day determined, using a volume weighted average method, by a nationally recognized investment banking firm retained by the company for this purpose). The initial conversion rate will be $1,000 divided by the initial conversion price, rounded to four decimal places. Because the initial conversion price will not be less than $36.75, the maximum initial conversion rate will not be greater than 27.2109 shares of the company's common stock per $1,000 principal amount of 2029 notes.

- Until November 15, 2019, the 2029 notes will bear cash interest at the rate of 4.50 percent per year, and after November 15, 2019, the 2029 notes will bear cash interest at the rate of 2.25 percent per year.

- The exchange offer will expire at midnight, New York City time, on November 24, unless extended or earlier terminated by the company (the "Expiration Date"). Holders may withdraw their tendered 2012 notes at any time on or prior to the Expiration Date. If the initial conversion price of the 2012 notes is set at $36.75, the minimum conversion price, because the average VWAP otherwise would result in an initial conversion price of less than $36.75, the company will extend the exchange offer until midnight, New York City time, on the second trading day following the previously scheduled expiration date to permit holders to tender or withdraw their 2012 notes during those days. Any changes in the price of the company's common stock on those additional days of the exchange offer will not, however, affect the initial conversion price or the initial conversion rate.

- The company has filed a registration statement and a tender offer statement relating to the exchange offer with the SEC. The registration statement has not yet become effective and the 2029 notes may not be issued, nor may the exchange offer be consummated, prior to the time that the registration statement becomes effective.

- The exchange offer is being made pursuant to a preliminary prospectus, which is contained in the registration statement, and the related letter of transmittal.

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