Florida East Coast Holdings Corp. And Florida East Coast Industries, LLC Announce Pricing Of Private Offering Of Senior Secured Notes And Senior Unsecured Notes
JACKSONVILLE, Fla., April 16, 2014 /PRNewswire/ -- Florida East Coast Holdings Corp. ("FECH") and Florida East Coast Industries, LLC ("FECI") announced today that they priced, as co-issuers, their previously announced offering of $875 million of 6.75% Senior Secured Notes due 2019 (the "2019 Notes") and $275 million of 9.75% Senior Notes due 2020 (the "2020 Notes" and together with the 2019 Notes, the "Notes"). The Notes will be the joint and several obligations of FECH and FECI. FECH and FECI increased the offering to $1.15 billion from $1.1 billion aggregate principal amount of the Notes. The offering is expected to close on or about April 23, 2014. The net proceeds of the offering are expected to be used to finance concurrent tender offers for any and all of Florida East Coast Railway Corp.'s outstanding 8⅛% Senior Secured Notes due 2017 and FECH's outstanding 10½% / 11¼% Senior PIK / Toggle Notes due 2017 and to redeem any and all such notes not tendered, to make contributions to certain subsidiaries of FECI, to make payments in respect of shares of preferred stock of FECI, as well as to pay fees and expenses related to the foregoing and for general corporate purposes.
The Notes will be guaranteed by each of FECH's wholly-owned domestic subsidiaries.
The Notes offered by FECH and FECI have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes have been offered in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Caution Regarding Forward-Looking Information and "Safe Harbor" Statement
This press release may contain forward-looking statements, including, but not limited to, our financing plans, the plans for tender offers and redemption of Florida East Coast Railway Corp.'s 8⅛% Senior Secured Notes due 2017 and of FECH's 10½% / 11¼% Senior PIK / Toggle Notes due 2017 and the plans of making contributions to certain subsidiaries of FECI. Forward-looking statements may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. We undertake no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, except as required by law.
About Florida East Coast Railway
The Florida East Coast Railway ("FEC") is a 351-mile freight rail system located along the east coast of Florida. It is the exclusive rail provider for Port Miami, Port Everglades, and Port of Palm Beach. FEC connects to the national railway system in Jacksonville, Florida, to move cargo originating or terminating there. Based in Jacksonville, Florida, FEC provides end-to-end intermodal and carload solutions to customers who demand cost-effective and premium quality.
About Florida East Coast Industries, LLC
Florida East Coast Industries, LLC ("FECI") is one of Florida's oldest and largest full-service commercial real estate, transportation, and infrastructure companies. Mr. Henry Flagler first established a predecessor company in 1892, which became a pioneer in the development of Florida's eastern coast. Today, FECI continues to transform Florida as the parent company to four distinct business lines including Flagler, a full-service commercial real estate company; All Aboard Florida, the United States' first privately owned and operated intercity passenger rail system; Flagler Global Logistics, an integrated logistics company that offers a wide range of logistics services and real estate solutions; and Parallel Infrastructure, a leader in third party Right of Way investments and management services.
SOURCE Florida East Coast Railway, LLC; Florida East Coast Industries, LLC