Unisys Corporation Announces Early Results of Cash Tender Offer
1. Overview of the Tender Offer
On June 26, 2025, Unisys Corporation (NYSE: UIS) released the early results of its previously announced cash tender offer, aimed at purchasing any and all of its outstanding 6.875% Senior Secured Notes due 2027. The tender offer also included a solicitation of consents from holders of these notes to amend certain provisions of the indenture governing the notes.
As of the early tender expiration at 5:00 p.m. New York City time on June 25, 2025, a remarkable 98.98% of the notes had been validly tendered and not withdrawn, indicating strong participation from noteholders.
2. Tender Offer Details
Unisys plans to purchase all notes tendered by the early deadline on June 27, 2025, referred to as the "Early Settlement Date." Holders who participated in the tender offer will receive $1,006.25 per $1,000 principal amount of notes, which includes accrued but unpaid interest up to the Early Settlement Date.
For those still considering participation, the tender offer will remain open until 5:00 p.m. New York City time on July 11, 2025. Holders who submit their notes during this period will be eligible for a lower consideration of $976.25 per $1,000 principal, plus accrued interest, with payments expected on the "Final Settlement Date" of July 14, 2025.
Summary of Tender Offer Terms
| Title of Notes | Aggregate Principal Amount Outstanding | Amount Tendered at Early Tender Expiration | Percent of Outstanding Tendered | Tender Offer Consideration | Total Consideration (Including Premium) |
|---|---|---|---|---|---|
| 6.875% Senior Secured Notes due 2027 | $485,000,000 | $480,054,000 | 98.98% | $976.25 | $1,006.25 |
3. Proposed Amendments to the Indenture
In conjunction with the tender offer, Unisys has received the requisite consents in the consent solicitation to implement proposed amendments to the indenture governing the notes. These amendments will significantly alter the financial landscape for the company by eliminating most restrictive covenants and default events, as well as releasing all collateral securing the notes. This change is expected to take effect on the Early Settlement Date.
4. Financing Transactions
The company has also indicated plans to concurrently amend its existing asset-based revolving credit facility and issue $700 million of new Senior Secured Notes due 2031. These financing transactions are not dependent on the completion of the tender offer. The proceeds from these transactions, along with cash on hand, are intended to cover the payment of all tendered notes and associated fees.
5. Next Steps for Holders
Holders are encouraged to take action before the expiration time of the tender offer. The terms of the tender offer and consent solicitation are detailed in an Offer to Purchase and Consent Solicitation Statement dated June 11, 2025. Unisys retains the right to amend, extend, or terminate the tender offer at its discretion.
Conclusion
The early results of Unisys Corporation's cash tender offer demonstrate strong interest from noteholders, positioning the company to streamline its financial obligations and enhance operational flexibility. The amendments to the indenture are expected to significantly benefit the company's future financing strategies, potentially paving the way for continued growth and innovation in their technology solutions.
