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News Press Releases
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For Immediate Release:
ICF KAISER ANNOUNCES PROGRESS ON CORPORATE RESTRUCTURING
FAIRFAX, VA, October 1, 1999 - ICF Kaiser International, Inc. (NYSE:ICF) today announced that ithas completed several major steps in its corporate restructuring efforts, including reducing its long-term debt through agreements in principle with the holders of its $15-million senior debt and its $125-million senior subordinated debt. The debt restructuring, which will reduce the Company's $140 million of total debt by nearly $115 million and cut its interest and dividend costs by more than 50%, is a key element of the Company's revival. In addition, over the past six months the Company has been successfully executing a turnaround strategy that includes asset sales, cost reductions, and other measures.
"We have made giant strides toward the revitalization of Kaiser," said James J. Maiwurm, Kaiser's Chairman and Chief Executive Officer. "We are approaching our near-term goal of returning the Company to operating profitability by the end of 1999 and setting the stage for a profitable 2000. For the quarter ended September 30, 1999 we will report positive operating income - prior to expenses associated with our debt restructuring efforts - for the first time since the first quarter of 1998. Our turnaround initiatives - though not yet complete - are taking effect."
Debt Restructuring
The Company has reached agreements in principle with its senior noteholders for the payment of its senior debt. Under the agreements, the Company will first use available cash proceeds from its recent operating unit divestitures to purchase for cash all or substantially all of its 13%, $15 million senior notes due 2003 for a price equal to 88% of par value plus accrued interest from July 1, 1999.
The Company also plans to restructure its $125 million senior subordinated notes. These notes will, in part, be purchased at face value for at least $35 million in cash and, in part, be exchanged for (1) redeemable convertible preferred stock with an initial liquidation preference of $65 million plus the amount of accrued interest on the senior subordinated notes from July 1, 1999, (2) up to $25 million principal amount of new 15% senior notes, and (3) shares of common stock roughly equal to 15% of the Company's common equity.
These agreements in principle have been endorsed by members of the negotiating sub-committee of an unofficial noteholder committee representing more than 80% of the senior subordinated notes.
This exchange offer is the subject of a registration statement filed with the Securities and Exchange Commission. The registration statement includes the detailed terms of the new instruments. An offering of the convertible preferred stock, common stock and senior notes will be made only by means of the prospectus included in the amended registration statement.
The closing of the exchange offer to be made to the holders of the Company's $125 million senior subordinated notes is subject to a number of conditions, including (1) acceptance of the exchange offer by holders of not less than 95% of the senior subordinated notes not purchased for cash, (2) ICF Kaiser's obtaining a satisfactory revolving credit agreement from a financial institution, and (3) shareholder approval of the issuance of certain securities in the exchange offer.
In its proxy statement being mailed today, the Company's common shareholders are being asked to approve the following in connection with the exchange offer for the outstanding senior subordinated notes: (1) an increase in the number of shares of authorized preferred stock and the issuance of up to 2,600,000 shares of convertible preferred stock; and (2) the issuance of common stock shares roughly equal to 15% of the Company's common equity. Holders of the new convertible preferred stock will have the right to elect three members of a new seven-person Board of Directors and will otherwise have one-fourth vote per share on most matters.
Other Recently Completed Steps Toward Restoring the Company to Profitability:
- The sale of 100% of the Company's Environment and Facilities Management Group in April for $74 million in cash.
- The sale of 90% of the Company's Consulting Group in June for $64 million in cash plus a $6.6 million note.
- In July and August 1999, the Company's North American costs were 31% lower than during the quarter ended June 30. This has resulted in part from a reduction in its domestic workforce since April 1 by approximately 245 people, which has produced annualized savings of approximately $19 million. The Company is near its target of reducing annual costs by $20 million, as compared to the levels incurred in the first quarter of 1999. Reduction initiatives have included:
- Closure and/or downsizing of unprofitable offices and operations in a number of locations.
- Streamlining of management structures within the Company's North American and International operations, replacing unnecessary regional layers with a highly focused line of business structure.
- Downsizing of certain overhead functions in connection with the operating unit divestitures.
- Improved utilization of the Company's engineering labor force.
About The Company
Headquartered in Fairfax, Virginia, ICF Kaiser is one of the United States' largest companies providing engineering services, project management, construction management, and program management. Its more than 3,000 employees, located in 40 offices around the world, serve the market areas of transit and transportation; alumina/aluminum and mining/minerals; facilities engineering and management, including wastewater treatment; iron and steel; and microelectronics and clean technology. ICF Kaiser reported gross revenue of more than $1.2 billion for the 12 months ended December 31, 1998. All references to ICF Kaiser indicate ICF Kaiser International, Inc. and any of its subsidiaries.
Forward-Looking Statements and Certain Factors Affecting ICF Kaiser and Its Businesses
This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are identified by the use of forward-looking terminology such as "may," "will," "could," "should," "expect," "believe," "anticipate," "aim," "intend," "plan," "estimate," or "continue" or the negative thereof or other variations thereof. Such forward-looking statements are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates, that may cause actual results to differ materially from those stated or implied by these forward-looking statements. These forward-looking statements also are subject to company-specific risks and uncertainties, such as: the company's access to commercial lines of credit and commercially satisfactory contract performance guarantee mechanisms, including performance bonds; the ability of Kaiser-Hill Company, LLC to enter into a new contract with the U.S. Department of Energy concerning provision of services at the DOE's Rocky Flats (Colorado) site; and the company's ability to: maintain existing contracts (including contracts with the federal government) at their existing or at improved levels, accurately estimate and recover costs incurred on fixed-price contracts, sign new contracts in established or new markets (including international markets), conclude and implement successfully certain acquisitions and joint-venture relationships, retain and attract key personnel, manage significant contingent liabilities arising out of prior operations and contacts, and avoid significant environmental fines, penalties and liabilities.