General Cable Announces Review of Strategic Alternatives to Maximize Shareholder Value

HIGHLAND HEIGHTS, Ky.--(BUSINESS WIRE)--General Cable Corporation (NYSE: BGC), a leader in the development,
design, manufacture, marketing and distribution of copper, aluminum and
fiber optic wire and cable products for the energy, industrial, and
communications markets, announced today that its Board of Directors has
initiated a review of strategic alternatives to maximize shareholder
value, including a potential sale of the Company. The Company has
engaged J.P. Morgan Securities LLC as financial advisor and Sullivan &
Cromwell LLP as legal advisor to assist in the process.


John E. Welsh, III, Non-Executive Chairman of the Board, said, “

After
careful consideration, our Board has determined to undertake a review of
strategic alternatives with the goal of maximizing shareholder value.
While the management team has made excellent progress in the execution
of our strategic roadmap to transform the Company into a more focused,
efficient and innovative organization, we expect the industry to
consolidate over time and believe the review at this time is in the best
interests of shareholders.”

Michael T. McDonnell, President and Chief Executive Officer, said, “

I am
proud of the efforts of our people to transform our business over the
last two years, including rationalizing the asset base and refocusing on
core businesses, streamlining our supply chain, and accelerating
profitable growth in key segments. While we are benefiting from these
significant operational and financial performance improvements, current
dynamics in our industry are masking those accomplishments, and we
expect that trend to continue through the second half of 2017 and into
2018. As the Board conducts its review, we remain committed to executing
our plan, to competing and to continuing to deliver innovative wire and
cable solutions that exceed customer expectations.”

There can be no assurance that the Board’s strategic review will result
in any transaction, or any assurance as to its outcome or timing. The
Company does not intend to disclose or comment on developments related
to its review unless and until the Board has approved a specific
transaction or otherwise determined that further disclosure is
appropriate.

The Company also announced today preliminary financial results for the
second quarter ended June 30, 2017. The Company expects to report
revenues of approximately $923 million for North America, Europe and
Latin America. The Company also expects to report reported operating
loss and adjusted operating income for the second quarter of
approximately ($23) million and $32 million, respectively. The expected
reported operating loss primarily reflects a one-time non-cash charge of
approximately $36 million related to the sale of the Company’s
investment in Algeria, which was divested consistent with the Company’s
previously announced divestiture program. A reconciliation of the
reported operating loss to adjusted operating income is set out below.
Additionally, as of June 30, the Company maintained availability of
approximately $360 million under its $700 million asset-based revolving
credit facility.

The Company’s interim financial statements for the three months ended
June 30, 2017 are not yet available. The preliminary, unaudited
financial information for the quarter ended June 30, 2017 presented
herein is based solely on management’s estimates reflecting currently
available preliminary information and remains subject to the Company’s
customary closing and review processes. Final adjustments and other
material developments may arise between the date of this press release
and the date the Company announces second quarter 2017 results and files
its Quarterly Report on Form 10-Q with the Securities and Exchange
Commission.

The Company plans to report second quarter 2017 results in a press
release on August 2, 2017.

Non-GAAP Financial Measures

Adjusted operating income (defined as operating income before
extraordinary, nonrecurring or unusual charges and other certain items)
is a “non-GAAP financial measure” as defined under the rules of the
Securities and Exchange Commission.

This Company-defined non-GAAP financial measure excludes from reported
results those items that management believes are not indicative of our
ongoing performance and are being provided herein because management
believes they are useful in analyzing the operating performance of the
business and are consistent with how management reviews our operating
results and the underlying business trends. Use of this non-GAAP measure
may be inconsistent with similar measures presented by other companies
and should only be used in conjunction with the Company’s results
reported according to GAAP.

The following reconciliation of preliminary estimated reported operating
income to adjusted operating income for the second quarter of 2017
contains forward-looking information. All forward-looking information
involves risks and uncertainties. Actual results may differ materially
from those contemplated by the forward-looking information as a result
of factors, risks and uncertainties over many of which we have no
control. See “Cautionary Statement Concerning Forward-Looking
Statements” at the end of this press release.

       
Second Quarter
2017 Outlook
In millions Operating

Income (Loss)

Preliminary estimated reported $ (23.0 )
Adjustments to reconcile operating income
Restructuring and divestiture costs (1) 13.0
Asia Pacific and Africa (income)/loss (2)   42.0  
Total adjustments   55.0  
Preliminary estimated adjusted $ 32.0  
 
(1)   Reflected preliminary estimated restructuring and divestiture costs
which represent costs associated with the Company's announced
restructuring and divestiture programs. Examples consist of, but are
not limited to, employee separation costs, asset write-downs,
accelerated depreciation, working capital write-downs, equipment
relocation, contract terminations, consulting fees and legal costs
incurred as a result of the programs. The Company adjusts for these
charges as management believes these costs will not continue at the
conclusion of both the restructuring and divestiture programs.
(2) The expected Asia-Pacific and Africa loss of approximately $42
million principally consists of approximately $36 million of
non-cash charges in connection with the Company’s sale of its
investment in Algeria and approximately $5 million of other one-time
non-cash charges associated with the Company’s remaining investments
in Africa and Asia Pacific.
 

About General Cable

General Cable (NYSE:BGC) is a global leader in the development, design,
manufacture, marketing and distribution of copper, aluminum and fiber
optic wire and cable products for the energy, industrial, and
communications markets. For more information about General Cable visit
our website at www.generalcable.com.

Cautionary Statement Regarding Forward-Looking
Statements

Certain statements in this press release are forward-looking statements
that involve risks and uncertainties, predict or describe future events
or trends and that do not relate solely to historical facts within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements regarding the
Company’s process to review strategic alternatives and its ability to
maximize shareholder value through such a process. Words such as
“believe,” “expect,” “may,” “will,” “anticipate,” “intend,” “estimate,”
“project,” “plan,” “assume,” “seek to” or other similar expressions or
the negative of these expressions, although not all forward-looking
statements, are used to identify these forward-looking statements.
Actual results may differ materially from those discussed in
forward-looking statements as a result of factors, risks and
uncertainties over many of which we have no control. With respect to the
Company’s review of strategic alternatives, there is no assurance that
the process will result in any transaction or other action by the
Company, that any transaction or other action will be consummated, or
that any transaction or other action will maximize stockholder value.
These factors, risks and uncertainties include, but are not limited to:
the economic strength and competitive nature of the geographic markets
that the Company serves; the Company’s ability to increase manufacturing
capacity and productivity; the Company’s ability to increase the
Company’s selling prices during periods of increasing raw material
costs; the Company’s ability to service, and meet all requirements
under, the Company’s debt, and to maintain adequate domestic and
international credit facilities and credit lines; the Company’s ability
to establish and maintain internal controls; the impact of unexpected
future judgments or settlements of claims and litigation; the impact of
foreign currency exchange rate fluctuations; the impact of future
impairment charges; compliance with U.S. and foreign laws, including the
Foreign Corrupt Practices Act; the Company’s ability to achieve the
anticipated cost savings, efficiencies and other benefits related to the
Company’s restructuring program and other strategic initiatives,
including the Company’s plan to exit all of the Company’s Asia Pacific
and African operations; the impact of the announcement of the review of
strategic alternatives on the Company’s business, its financial and
operating results and its employees and customers; factors affecting the
feasibility and timing of any transaction or other action; the ability
to identify and close any transaction; risks related to realization of
the expected benefits of any transaction or other action to the Company
and its stockholders; and the other risks detailed from time to time in
the Company’s filings with the Securities and Exchange Commission
(“SEC”), including but not limited to, its annual report on Form 10-K
filed with the SEC on February 24, 2017, and subsequent SEC filings. You
are cautioned not to place undue reliance on these forward-looking
statements. All forward‐looking statements contained in this press
release speak only as of the date on which they were made, and the
Company does not undertake, and hereby disclaims, any obligation, unless
required to do so by applicable securities laws, to update any
forward-looking statements as a result of new information, future events
or other factors.


Contacts

General Cable Corporation
Investors:
Len
Texter,
859-572-8684
Senior Vice President, Finance
Global
Controller and Investor Relations
or
Media:
Lisa
Fell,
859-572-9616
Director, Global Communications