Jack Cooper Announces Results to Date of Tender Offer and Consent Solicitation for 12.75% Senior Secured Notes Due 2015
KANSAS CITY, Mo., June 17, 2013 /PRNewswire/ -- Jack Cooper Holdings Corp. ("JCHC") announced today that, pursuant to the terms of the previously announced tender offer and consent solicitation by JCHC for its outstanding 12.75% Senior Secured Notes due 2015 (the "Notes"), holders of $136,709,000 aggregate principal amount of the outstanding Notes (approximately 87%) have validly tendered their Notes and have validly delivered the requisite consents prior to the consent date, which was 5:00 p.m., New York City time on June 14, 2013 (the "Consent Payment Deadline"). The terms of the tender offer and the consent solicitation are detailed in JCHC's offer to purchase and consent solicitation statement (the "Statement") and related letter of transmittal, each dated as of June 3, 2013.
As part of the tender offer and consent solicitation, JCHC solicited consents from the holders of the Notes for certain proposed amendments that would (i) eliminate most of the restrictive covenants and certain events of default contained in the indenture governing the Notes and (ii) release all liens of the collateral agent of the collateral securing the Notes (the "Proposed Amendments"). Adoption of the Proposed Amendments required consents from holders of at least 66-2/3% in aggregate principal amount outstanding of the Notes. The Company has received the requisite consents to the Proposed Amendments. Based on the consents received, JCHC, the guarantors of the Notes, the trustee and the collateral agent are expected to enter into a supplemental indenture that will, once operative (i) eliminate most of the restrictive covenants and certain events of default contained in the indenture governing the Notes and (ii) release all liens of the collateral agent over the collateral securing the Notes. The supplemental indenture will not become operative unless and until the Notes are accepted for purchase, which, subject to the satisfaction of the conditions set forth in the Statement, is expected to occur on June 18, 2013. JCHC's acceptance of the Notes tendered is conditional on, among other things, the execution and delivery of the supplemental indenture.
The tender offer and consent solicitation will expire at 11:59 p.m., New York City time, on June 28, 2013, unless extended (the "Expiration Time"). Under the terms of the tender offer and consent solicitation, holders of Notes who validly tender their notes after the Consent Payment Deadline, but prior to the Expiration Time and whose Notes are accepted for purchase, will receive the tender offer consideration of $1,041.25 per $1,000 principal amount of Notes validly tendered plus accrued and unpaid interest. Subject to the satisfaction of the conditions set forth in the Statement, JCHC expects to accept for purchase and settle all Notes tendered after the Consent Payment Deadline on July 1, 2013. As the Withdrawal Deadline of 5:00 p.m., New York City time on June 14, 2013 has passed, Notes tendered and consents delivered pursuant to the tender offer and consent solicitation may no longer be withdrawn or revoked. Holders of Notes tendered after the Consent Date will not receive a consent payment.
This press release does not constitute an offer to sell any Notes, an offer to purchase any Notes or a solicitation of consents. Any offer to purchase the Notes or solicitation of consents will be made by means of an offer to purchase and consent solicitation statement and related letter of transmittal. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. Noteholders and investors should read carefully the Statement and the related letter of transmittal, because they contain important information, including the various terms of and conditions to the tender offer and the consent solicitation. None of JCHC, the dealer manager and the solicitation agent, the tender agent, the information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consents in the consent solicitation.
JCHC has engaged Wells Fargo Securities, LLC to act as dealer manager and solicitation agent and D.F. King & Co., Inc. to act as depositary and information agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer or Consent Solicitation should contact Wells Fargo Securities, LLC at (704) 410-4760 or (866) 309-6316 (toll-free). Requests for documents may be directed to D.F. King & Co., Inc. at (212) 269-5550 or (800) 829-6551 (toll-free).
JCHC and its subsidiaries is a logistic provider and the largest trucking based car-hauler in the U.S. specializing in the transportation of new automobiles and light trucks. JCHC provides automotive transportation and logistics services to original equipment manufacturers, automotive auction companies and logistics brokers of cars and light trucks in the U.S. and Canada. For more information, access JCHC's website at http:///www.jackcooper.com.
This press release contains forward-looking statements. Such statements include, but are not limited to, statements regarding our expectations, hopes, intentions or strategies regarding the future. These statements relate to, among other things, our future financial and operating results. In many cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms and other comparable terminology. Such statements include, but are not limited to, statements regarding our expectations, hopes, intentions or strategies regarding the future. These statements relate to, among other things, our future financial and operating results. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. JCHC believes that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. Other than as required by applicable laws, JCHC does not intend, and does not assume any obligation, to update these forward-looking statements.
SOURCE Jack Cooper Holdings Corp.