Neovia Announces Commencement Of Consent Solicitations
IRVING, Texas, Oct. 28, 2014 /PRNewswire/ -- Neovia Logistics, L.L.C. ("Neovia") announced today that Neovia Logistics Intermediate Holdings, LLC (the "2018 Notes Issuer") and Neovia Logistics Intermediate Finance Corporation, as co-issuer (the "2018 Notes Co-Issuer," and together with the 2018 Notes Issuer, the "2018 Notes Issuers") have commenced a solicitation (the "2018 Notes Consent Solicitation") of consents (the "2018 Notes Consents") upon the terms and subject to the conditions set forth in a consent solicitation statement (the "Consent Solicitation Statement") and the accompanying form of consent (the "Consent Form") sent to the holders of record (the "2018 Notes Holders") at 5:00 p.m., New York City time, on October 27, 2014 of their outstanding 10.00%/10.75% Senior PIK Toggle Notes due 2018 (the "2018 Notes"), to amend certain provisions of the Indenture governing the 2018 Notes, dated as of February 20, 2013 (the "2018 Notes Indenture"), among the 2018 Notes Issuer, the 2018 Notes Co-Issuer and Wilmington Trust, National Association, as trustee (the "2018 Notes Trustee").
Neovia Logistics Services, LLC (the "2020 Notes Issuer") and Neovia Logistics Finance Corporation, as co-issuer (the "2020 Notes Co-Issuer," and together with the 2020 Notes Issuer, the "2020 Notes Issuers," and together with the 2018 Notes Issuers, the "Issuers") have also commenced a solicitation (the "2020 Notes Consent Solicitation," and together with the 2018 Notes Consent Solicitation, the "Consent Solicitations") of consents (the "2020 Notes Consents," and together with the 2018 Notes Consents, the "Consents") upon the terms and subject to the conditions set forth in the Consent Solicitation Statement and the accompanying Consent Form sent to the holders of record of the 2020 Notes (the "2020 Notes Holders," and together with the 2018 Notes Holders, the "Holders") at 5:00 p.m., New York City time, on October 27, 2014 of their outstanding 8.875% Senior Secured Notes due 2020 (the "2020 Notes," and together with the 2018 Notes, the "Notes"), to amend certain provisions of the Indenture governing the 2020 Notes, dated as of July 31, 2012 as supplemented by the First Supplemental Indenture dated as of July 31, 2012, a Second Supplemental Indenture dated as of July 26, 2013, and a Third Supplemental Indenture dated as of September 18, 2013, each among the 2020 Notes Issuer, the 2020 Notes Co-Issuer, Neovia, the subsidiary guarantors party thereto, Wilmington Trust, National Association, as trustee (the "2020 Notes Trustee" and together with the 2018 Notes Trustee, the "Trustee") and Wilmington Trust, National Association, as collateral agent (the "2020 Notes Indenture," and together with the 2018 Notes Indenture, the "Indentures").
The Consent Solicitations are being conducted in contemplation of the proposed acquisition by Logistics Acquisition Company (UK) Limited, an entity controlled by an affiliate of Goldman, Sachs & Co. and Rhone Capital L.L.C. (collectively, together with such affiliates, the "Investors"), of all of the outstanding ownership interests of SPL Logistics Holdings, LLC, the parent company of the Issuers, and all of the outstanding ownership interests of SPL II, LLC (together with certain related transactions, the "Acquisition"). However, receipt of the Requisite Consents (as defined herein) is not necessary to complete the Acquisition. Therefore, adoption of the Proposed Amendments (as defined herein) is not a condition to the consummation of the Acquisition. In addition, each of the Consent Solicitations is being made independently of, and is not conditioned on, the consummation of the other Consent Solicitation.
Under each Indenture, the completion of the Acquisition would constitute a Change of Control. The anticipated Change of Control would require the applicable Issuers to make a Change of Control Offer, in the manner contemplated by such Indenture, to each applicable Holder to purchase all or any part of such Holder's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes purchased, plus accrued and unpaid interest, if any, to the date of purchase. The applicable Issuers are seeking Consents from the Holders of the applicable Notes to amend the applicable Indenture such that the Acquisition would not constitute a Change of Control and that, as a result, a Change of Control Offer would not be required following completion of the Acquisition and Holders would not be entitled to receive any Change of Control Payment in connection with the Acquisition. "Change of Control," "Change of Control Offer," and "Change of Control Payment" as used herein have the meaning ascribed to such terms in the applicable Indenture.
In addition, the applicable Issuers are seeking Consents from Holders of the applicable Notes to add to, amend, supplement or change certain defined terms and other provisions in the Indenture related to the foregoing, including to treat certain payments to the Investors or their affiliates following the Acquisition in a similar manner to payments to the current Sponsor (as defined in the applicable Indenture).
Such amendments, as described in the Consent Solicitation Statement are referred to herein as the "2018 Notes Proposed Amendments" and the "2020 Notes Proposed Amendments," as applicable, and, together, the "Proposed Amendments."
The Consents of the 2018 Notes Holders of at least a majority in principal amount of the outstanding 2018 Notes (the "2018 Notes Requisite Consents") are required pursuant to the terms of the 2018 Notes Indenture for the 2018 Proposed Amendments to be approved and binding on the 2018 Notes Holders and any subsequent holder of the 2018 Notes. The Consents of the 2020 Notes Holders of at least a majority in principal amount of the outstanding 2020 Notes (the "2020 Notes Requisite Consents," and together with the 2018 Notes Requisite Consents, the "Requisite Consents") are required pursuant to the terms of the 2020 Notes Indenture for the 2020 Notes Proposed Amendments to be approved and binding on the 2020 Notes Holders and any subsequent holder of the 2020 Notes.
In the event that the applicable conditions set forth in the Consent Solicitation Statement, including the receipt of the applicable Requisite Consents and the applicable Acquisition Condition (as defined herein), are satisfied or waived by the applicable Issuers, and the applicable Consent Solicitation is not terminated or withdrawn, the applicable Issuers will pay to the Holders of outstanding Notes who delivered valid Consents prior to the applicable Expiration Time (as defined herein), and who have not validly revoked such applicable Consents prior to the applicable Consent Date, a cash payment of, in respect of the 2018 Notes, $15.00 per $1,000 principal amount of 2018 Notes and, in respect of the 2020 Notes, $2.50 per $1,000 principal amount of 2020 Notes for which applicable Consents have been delivered by such Holder (the "2018 Notes Consent Fee" and the "2020 Notes Consent Fee," respectively, and together the "Consent Fees").
Each of the 2018 Notes Consent Fee and the 2020 Notes Consent Fee will be payable in two installments, with 50% of the applicable Consent Fee to be paid as promptly as practicable following the applicable Expiration Time, assuming that all of the applicable conditions have been satisfied or waived by such time or date, and the remaining 50% (the applicable "Final Consent Fee") to be paid substantially concurrently with the consummation of the Acquisition (the "Acquisition Condition"), assuming all the applicable conditions have been satisfied or waived by such time and date.
Provided the applicable Issuers receive the applicable Requisite Consents, the applicable Proposed Amendments will be effected by a supplemental indenture (the "2018 Notes Supplemental Indenture" or the "2020 Notes Supplemental Indenture," as applicable, and, together, the "Supplemental Indentures"). Promptly following receipt of the applicable Requisite Consents, the applicable Issuers intend to execute the applicable Supplemental Indenture containing the applicable Proposed Amendments, at which time the applicable Supplemental Indenture will be effective. While the applicable Issuers expect to execute the applicable Supplemental Indenture promptly after the receipt of the applicable Requisite Consents, the applicable Proposed Amendments will not become operative until the effective date of, and contemporaneously with, the consummation of the Acquisition. The Supplemental Indentures will provide that if the applicable Final Consent Fee has not been paid on or prior to the earlier of (i) the date that is five business days after the date upon which all the applicable conditions described in the Consent Solicitation Statement, including the receipt of the applicable Requisite Consents and the applicable Acquisition Condition, are satisfied or waived by the applicable Issuers, and the applicable Consent Solicitation is not terminated or withdrawn and (ii) April 12, 2015, the applicable Indenture shall revert to the form in effect immediately prior to the applicable date on which the applicable Supplemental Indenture is executed, with such reversion being retroactive as if the applicable Proposed Amendments had never become operative.
Each Consent Solicitation will expire at 5:00 p.m., New York City time, on November 10, 2014, unless extended or earlier terminated (such time on such date, as the same may be extended or earlier terminated, the "Expiration Time"). Each Consent Solicitation is subject to certain customary conditions, including, among other things, the receipt of the Requisite Consents prior to the Expiration Time (which consents have not been properly revoked prior to the effectuation of the applicable Supplemental Indenture) and the applicable Acquisition Condition. The applicable Issuers reserve the right to waive the applicable Acquisition Condition, with respect to the applicable Consent Solicitation, in their sole discretion at any time, including after the Expiration Time, without giving the applicable Holders withdrawal rights.
The Issuers have engaged Goldman, Sachs & Co. to act as the exclusive Solicitation Agent and D.F. King & Co., Inc. to act as Information Agent and Tabulation Agent in connection with each of the Consent Solicitations. Questions regarding either Consent Solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-6941 (collect). Requests for documents relating to either Consent Solicitation may be directed to D.F. King & Co., Inc. at (866) 828-0221 (toll-free) or collect at (212) 269-5550.
This press release is for informational purposes only and the Consent Solicitations are only being made pursuant to the terms of the Consent Solicitation Statement and related Consent Form. The Consent Solicitations are not being made to, and Consents are not being solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such Consent Solicitation or grant such Consent. With respect to each Consent Solicitation, none of the Issuers, the Trustee, the Solicitation Agent, the Information Agent or the Tabulation Agent makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
About Neovia
Neovia is a global non-asset based provider of service parts logistics, offering customized solutions to assist our clients in designing, managing and optimizing their supply chains. Neovia provides fully integrated supply chain solutions to approximately 55 large and mid-sized clients, primarily in the automotive and industrial service parts industries. Through these services, and its proprietary advanced information systems, it is able to provide our clients with tailored solutions that improve efficiency, reliability and control throughout their supply chains. Service parts logistics addresses the need for replacement aftermarket parts for automobiles, industrial machinery, infrastructure, plants and equipment. Specifically, once finished goods are produced by an original equipment manufacturer, service parts logistics helps dealers, intermediaries and end-customers acquire parts for immediate use or to replenish inventory levels.
Cautionary Note Regarding Forward-Looking Statements
Some of the information contained in this press release, including regarding the expected completion of the Acquisition, constitutes forward-looking statements. Although Neovia's management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.
SOURCE Neovia Logistics, L.L.C.
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