American Seafoods Partners, LLC Announces Extension of Expiration Time with Respect to Offer to Exchange

Aug 17, 2015, 08:30 ET from American Seafoods Partners, LLC

NEW YORK, Aug. 17, 2015 /PRNewswire/ -- American Seafoods Partners, LLC ("New Holdco") announced today the extension of the expiration of the previously announced offer to exchange (the "Exchange Offer") any and all of the outstanding 15.00% Senior Notes due 2017 (the "Notes") of ASG Consolidated LLC ("ASG Consolidated") and ASG Finance, Inc. ("ASG Finance") for cash or new units and warrants in New Holdco.  The Exchange Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Exchange dated July 20, 2015 of New Holdco (as may be amended or supplemented from time to time, the "Offering Memorandum").

As set forth in the Offering Memorandum, the previously announced deadline to exchange the Notes for the consideration set forth in the Offering Memorandum was 11:59 p.m., New York City time, on August 14, 2015.  The Exchange Offer will now expire at 5:00 p.m., New York City time, on August 18, 2015, unless further extended or earlier terminated by us (such date and time, as the same may be extended or earlier terminated, the "Expiration Time"). 

The settlement date for the Exchange Offer (the "Settlement Date") will be promptly after the Expiration Time.  It is expected that the Settlement Date will be the first business day following the Expiration Time or as soon as practicable thereafter that the conditions to the Exchange Offer, as set forth in the Offering Memorandum, are satisfied or waived.

According to information provided by D.F. King & Co., Inc., the information and exchange agent for the Exchange Offer, the aggregate principal amount of Notes that had been validly tendered and not validly withdrawn pursuant to the Exchange Offer as of 11:59 p.m., New York City time, on August 14, 2015, is listed in the table below:

Notes to be

Exchanged

CUSIP Nos.

Outstanding

Aggregate Principal

Amount (in millions)

as of May 15, 2015

(most recent interest

payment date)(1)

Aggregate Principal

Amount Tendered

for Cash(1)

Aggregate Principal

Amount Tendered for

New Units or

Warrants(1)

Percentage of

Outstanding

Aggregate Principal

Amount Tendered(2)

15.00%

Senior

Notes due

2017

00210VAD9;

U04402AB6;

00210VAG2

$258.4 million

$149.6 million

$39.2 million(3)

73.07%


(1) Rounded to the nearest one tenth of one million.

(2) Rounded to the nearest one hundredth of one percent.

(3) An additional $38.6 million of outstanding Notes held by ASG Investor Parties will be exchanged for equity in the transaction.

Additionally, the previously announced Consent Solicitation (as defined in the Offering Memorandum) by ASG Consolidated and ASG Finance to solicit consents to the Proposed Amendments (as defined in the Offering Memorandum) expired at 5:00 p.m., New York City time, on August 14, 2015.  New Holdco has been informed that sufficient consents were delivered in the Consent Solicitation to satisfy the required consent threshold under the PIK Indenture (as defined in the Offering Memorandum) to approve the Proposed Amendments.

Requests for documents relating to the Exchange Offer may be directed to D.F. King & Co., Inc. by telephone at (877) 536-1561 or (212) 269-5550 (collect) or by email at as@dfking.com.

This press release is not an offer to exchange or a solicitation or acceptance of an offer to exchange, which may be made only pursuant to the terms and conditions of the Offering Memorandum.

None of New Holdco, ASG Consolidated, ASG Finance, their respective boards of directors, the information and exchange agent or the trustee for the Notes is making any recommendation as to whether holders should tender Notes in response to the Exchange Offer.  Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

SOURCE American Seafoods Partners, LLC