Jack Cooper Holdings Corp. Announces Commencement of Tender Offer and Consent Solicitation for 12.75% Senior Secured Notes Due 2015
KANSAS CITY, Mo., June 3, 2013 /PRNewswire/ -- Jack Cooper Holdings Corp. ("JCHC") announced today that it is launching a tender offer and consent solicitation for its outstanding 12.75% Senior Secured Notes due 2015 bearing CUSIP Numbers 466355AC8 (Rule 144A Notes), U4687AAA4 (Regulation S Notes), and 466355AD6 (IAI Notes) (the "Notes").
JCHC is offering to purchase all of the outstanding Notes (the "Tender Offer"). JCHC also is soliciting consents (the "Consent Solicitation") to: (a) certain proposed amendments to the indenture (the "Indenture") governing the Notes (the "Proposed Amendments"), which would eliminate most of the restrictive covenants and certain of the events of default contained in the Indenture; and (b) a lien release, which would release all of the liens of the collateral agent over the collateral securing the Notes (the "Lien Release"). Holders who tender their Notes will be required to consent to the Proposed Amendments and the Lien Release, and holders who consent to the Proposed Amendments and the Lien Release will be required to tender their Notes. JCHC is seeking consents to the Proposed Amendments and the Lien Release as a single proposal. Accordingly, any consent purporting to consent to the Proposed Amendments and the Lien Release only in part will be deemed a valid delivery of consent to all of the Proposed Amendments and the Lien Release. JCHC intends to use the net proceeds from a proposed $225 million debt financing and an amended and restated revolving facility, together with cash on hand, to fund the Tender Offer and Consent Solicitation, repay certain other indebtedness and redeem certain preferred stock of JCHC and pay related fees and expenses. Following payment for the Notes accepted pursuant to the terms of the Tender Offer, JCHC currently intends, but is not obligated, to redeem any and all Notes that remain outstanding. The Tender Offer does not constitute a notice of redemption or an obligation to issue a notice of redemption.
The Tender Offer and Consent Solicitation are being made by JCHC pursuant to an offer to purchase and consent solicitation statement (the "Statement") and a related letter of transmittal, each dated as of June 3, 2013. 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").
Payment for the Notes validly tendered (and not validly withdrawn) and the consents validly delivered (and not validly revoked) will be made on a date promptly following the Expiration Time (the "Final Payment Date"). A consent payment will be paid to holders who tender Notes and deliver consents on or prior to 5:00 p.m., New York City time, on June 14, 2013 (the "Consent Payment Deadline"), unless extended. Notes tendered may be withdrawn at any time at or before 5:00 p.m., New York City time, on June 14, 2013 (such time and date, as it may be extended, the "Withdrawal Deadline") but not thereafter, except as required by law. JCHC may extend the Consent Payment Deadline without extending the Withdrawal Deadline. The total consideration, as more fully described in the Statement, for each $1,000 principal amount of Notes to be paid for each validly tendered Note will be $1,071.25. The total consideration includes a consent payment of $30 per $1,000 of principal amount of Notes and will be paid on the applicable payment date, to holders who tender their Notes and provide their consents to the Proposed Amendments and the Lien Release on or prior to the Consent Payment Deadline. Holders of Notes tendered after the Consent Payment Deadline but at or before the Expiration Time will be eligible to receive the tender offer consideration of $1,041.25 per $1,000 principal amount of Notes. The tender offer consideration is equal to the total consideration minus the consent payment. In addition, holders whose Notes are accepted for purchase in the tender offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date on their Notes up to, but not including, the applicable payment date for the Notes. Tenders of Notes will be accepted only in principal amounts of $1,000 or integral multiples of $1,000 in excess thereof.
JCHC has reserved the right, at any time following the Consent Payment Deadline but prior to the Expiration Time (the "Early Acceptance Date"), to accept for purchase all Notes validly tendered and not validly withdrawn before the Early Acceptance Date. If JCHC elects to exercise this option, JCHC will pay the total consideration or tender offer consideration, as the case may be, for the Notes accepted for purchase promptly following the acceptance of Notes for purchase (the date of such payment is referred to as the "Early Payment Date"). JCHC expects that the Early Payment Date will be promptly after the Consent Payment Deadline, subject to the satisfaction or waiver of all the conditions to the Tender Offer and Consent Solicitation. The Tender Offer and the Consent Solicitation are contingent upon, among other things, (1) JCHC's receipt of aggregate proceeds (before initial purchasers' discounts and fees and other offer expenses) in a new notes offering, on or prior to the Consent Payment Date or the Expiration Time, as applicable, on terms satisfactory to it, of at least $225 million, (2) JCHC's receipt, on or prior to the Consent Payment Date or the Expiration Time, as applicable, of consents which have not been revoked in respect of at least 66 2/3% of the principal amount of the Notes not owned by JCHC or its affiliates, (3) the execution and delivery by JCHC of a supplemental indenture giving effect to the Proposed Amendments and the Lien Release, if applicable and (4) other general conditions, each of which as more fully described in the Statement. JCHC may amend, extend or terminate the Tender Offer and Consent Solicitation at its sole discretion.
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.