Nalco Company Announces Consent Solicitation for Its 8 1/4 percent Senior Notes Due 2017

/ Source: GlobeNewswire

NAPERVILLE, Ill., Nov. 15, 2010 (GLOBE NEWSWIRE) -- Nalco Company, (NYSE:NLC), (the "Company") announced today that it is soliciting consents from holders of its outstanding 8¼ percent Senior Notes due 2017 (the "Notes") to approve amendments to the indenture relating to the Notes (the "Indenture") that would permit the Company to (i) refinance the portion of its $465 million aggregate principal amount of 8⅞ percent senior subordinated notes due 2013 and €200 million aggregate principal amount of 9 percent senior subordinated notes due 2013 that the Company is not permitted to refinance with senior indebtedness until Nov. 15, 2012 and (ii) modify the Restricted Payments provision contained in Section 4.04(b)(xviii) of the Indenture that currently permits the Company to make dividends to its parent company, Nalco Finance Holdings LLC to make payments of principal and interest on, and optionally redeem, its 9.0 percent senior discount notes (the "Senior Discount Notes"), subject to certain conditions, to clarify that a refinancing of the Senior Discount Notes may be effected pursuant to a cash tender, open market repurchases or other methods.

Adoption of the proposed amendments requires the consent of holders of at least a majority of the outstanding aggregate principal amount of the Notes voting as a single class (such consent, the "requisite consents"). The aggregate outstanding principal amount of the Notes as of Nov. 12, 2010 was $500,000,000. Goldman, Sachs & Co. is acting as Solicitation Agent for the consent solicitation.

The consent solicitation will expire at 5:00 p.m., New York City time, on Nov. 22, 2010, unless extended (such date and time, as the same may be extended, the "Expiration Date"). Only holders of record of the Notes as of 5:00 p.m., New York City time, on Nov. 12, 2010, are eligible to deliver consents to the proposed amendments in the consent solicitation.

The consent payment for the Notes is $5.00 in cash per $1,000 principal amount of Notes for which consents are validly delivered (and not revoked). Payment of the consent payment is conditioned upon, among other things, the receipt of the requisite consents at or prior to the Expiration Date, the effectiveness of the proposed amendments to the Indenture and certain other conditions set forth in the Consent Solicitation Statement, dated Nov. 15, 2010. The consent payment will be paid promptly following the Expiration Date.  

Consents with respect to the Notes may not be revoked after the earlier of (i) the Expiration Date and (ii) the time and date on which the requisite consents are received by the Company.

The consent solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated Nov. 15, 2010, and the accompanying Consent Form (together, the "Consent Documents"). The consent solicitation is conditioned upon the receipt of the requisite consents on or prior to the Expiration Date and certain other conditions set forth in the Consent Solicitation Statement. However, the proposed amendment will not become operative until the Company pays the consent fee.  

Copies of the Consent Documents and other related documents may be obtained from D.F. King & Co., Inc., the Information and Tabulation Agent, at (800) 967-4607 (toll free). Holders of the Notes are urged to review the Consent Documents for the detailed terms of the consent solicitation and the procedures for consenting to the proposed amendments. Any persons with questions regarding the consent solicitation should contact the Solicitation Agent, Goldman, Sachs & Co., at (212) 902-5183 (collect) or (800) 828-3182 (toll free). 

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the proposed amendments or any securities. No recommendation is being made as to whether holders of Notes should consent to the proposed amendments. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws. 

About Nalco

Nalco is the world's largest sustainability services company focused on industrial water, energy and air applications; delivering significant environmental, social and economic performance benefits to our customers. We help our customers reduce energy, water and other natural resource consumption, enhance air quality, minimize environmental releases and improve productivity and end products while boosting the bottom line. Together our comprehensive solutions contribute to the sustainable development of customer operations. Nalco is a member of the Dow Jones Sustainability Indexes. More than 11,500 Nalco employees operate in 150 countries supported by a comprehensive network of manufacturing facilities, sales offices and research centers to serve a broad range of end markets. In 2009, Nalco achieved sales of more than $3.7 billion. For more information visit .

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CONTACT: Nalco Company Media Contact: Charlie Pajor 630 305 1556 Investor Contact: Lisa Curran 630 305 1475