Jack Cooper Holdings Corp. Announces Commencement of Tender Offer and Consent Solicitation for Shares of its Series B Non-Convertible Preferred Stock
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 shares (the "Shares") of Series B Non-Convertible Preferred Stock (the "Series B Preferred Stock").
JCHC is offering to purchase all of the outstanding Shares (the "Tender Offer"). JCHC also is soliciting consents (the "Consent Solicitation"), in lieu of a special meeting of stockholders, to adopt resolutions to authorize certain proposed amendments (the "Proposed Amendments") to: (x) the certificate of designations dated May 5, 2011, that governs the Series B Preferred Stock (as amended and supplemented to the date hereof, the "Certificate of Designations"), providing for, among other things, the elimination of (a) voting rights relating to (i) affiliate transactions, (ii) the issuance of senior securities, (iii) the issuance of parity securities and (iv) dividend default voting (including voting after a Redemption Failure, as defined therein), (b) all rights relating to board appointments and observers, (c) the requirement that at least $15 million of Original Purchase Price (as defined therein) of Series B Preferred Stock remain outstanding after a partial redemption, and (d) all rights to force a sale of JCHC following a Redemption Failure; and (y) Section 6.4 of the Securities Purchase Agreement dated April 21, 2011 between JCHC and holders of the Series B Preferred Stock (the "Purchase Agreement") providing that holders of Series B Preferred Stock will receive annual, quarterly and current reports in the form required to be delivered to holders of certain new notes to be issued by JCHC in accordance with the indenture governing those notes. Holders who tender their Shares will be required to consent to the Proposed Amendments, and holders who consent to the Proposed Amendments will be required to tender their Shares. JCHC is seeking consents to the Proposed Amendments as a single proposal. Accordingly, any consent purporting to consent to the Proposed Amendments only in part will be deemed a valid delivery of consent to all of the Proposed Amendments.
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 other preferred stock of JCHC and pay related fees and expenses. Following payment for the Shares accepted pursuant to the terms of the Tender Offer, JCHC may, but is not obligated, to repurchase or redeem any and all Shares that remain outstanding. Such repurchases or redemptions may be at prices more or less than prices to be paid pursuant to the Offer. The Tender Offer does not constitute a notice of repurchase or redemption or an obligation to issue a notice of repurchase or 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 Shares 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 "Payment Date").
The total consideration, as more fully described in the Statement, for each validly tendered Share is an amount equal to (a) 120% of the Original Purchase Price of the Shares (as defined in the Certificate of Designations) plus (b) 120% of accrued and unpaid dividends from June 30, 2013 (being the last Dividend Payment Date (as defined in the Certificate of Designations)) through the Payment Date plus (c) an amount equal to (i) the daily dividend accrual on the Series B Preferred Stock multiplied by (ii) 28 (the difference between the minimum number of days' notice that would be given for repurchase of Series B Preferred Stock subject to contractual repurchase, if the Tender Offer were not made or Shares were not tendered, and 30) plus (d) a consent payment of $0.05 per Share, such amount being rounded to the nearest $0.01 per Share. Assuming a Payment Date of July 3, 2013, the expected total consideration for each validly tendered Share accepted for purchase is $121.87.
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 Expiration Time, as applicable, on terms satisfactory to it, of at least $225 million, (2) JCHC's receipt, on or prior to the Expiration Time of consents which have not been revoked in respect of at least 50.1% of the number of the Shares not owned by JCHC or its affiliates,(3) the approval by our board and our Class A common stock holders, and the filing of, a certificate of amendment to the Certificate of Designations with the Secretary of State of the State of Delaware 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 Shares, an offer to purchase any Shares or a solicitation of consents. Any offer to purchase the Shares 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. Holders of shares 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 Shares 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 Paul Hastings LLP 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 Paul Hastings LLP at (404) 815-2276.
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.