PLYMOUTH, Mich., Oct. 7, 2013 /PRNewswire/ -- Plastipak Holdings, Inc. ("Plastipak," or the "Company") today announced that it intends to exercise the early purchase option in respect of its previously announced offer to purchase for cash (the "Tender Offer") any and all of its outstanding 10.625% Senior Notes due 2019 (the "Notes") and the related consent solicitation (the "Consent Solicitation" and, together with the Tender Offer, the "Offer"). The consent payment deadline for the Offer expired at 5:00 p.m., New York City time, on October 4, 2013 (the "Consent Payment Deadline"). The Company has been advised that as of the Consent Payment Deadline, $203,129,000 in aggregate principal amount of the Notes, representing approximately 90.28% of the principal amount of Notes outstanding, had been validly tendered (and not validly withdrawn) pursuant to the Offer. The Company intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Consent Payment Deadline pursuant to the early purchase option, and payment for such Notes is expected to be made on or about October 7, 2013 (the "Early Payment Date").
The total consideration to be paid on the Early Payment Date for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Consent Payment Deadline is $1,138.03 (the "Total Consideration"), which includes a consent payment of $20.00 per $1,000 principal amount of Notes. In addition, holders whose Notes are purchased on the Early Payment Date will receive accrued and unpaid interest in respect of such Notes from the most recent interest payment date to, but not including, the Early Payment Date.
The Company has executed a supplemental indenture (the "Supplemental Indenture") to the indenture governing the Notes (the "Indenture") to give effect to certain proposed amendments (the "Proposed Amendments"), which will, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indenture. Adoption of the Proposed Amendments required the consent of holders of a majority in aggregate principal amount of the outstanding Notes. The Company has obtained the requisite consents. The Supplemental Indenture will become operative as of the Early Payment Date. Any Notes not validly tendered and purchased pursuant to the Offer will remain outstanding and will be governed by the terms of the Indenture, as amended by the Supplemental Indenture.
Holders who have not yet tendered their Notes have until 11:59 p.m., New York City time, on October 21, 2013, unless extended or earlier terminated by the Company (such date and time, as the same may be modified, the "Expiration Time"), to tender their Notes pursuant to the Offer. Holders who validly tender Notes and deliver consents after the Consent Payment Deadline but at or prior to the Expiration Time will be eligible to receive $1,118.03 per $1,000 principal amount of Notes, which is an amount equal to the Total Consideration less the consent payment of $20.00 per $1,000 principal amount of Notes. Such holders are also eligible to receive accrued and unpaid interest in respect of their purchased Notes from the most recent interest payment date to, but not including, the applicable payment date for their Notes.
The Offer is being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated September 23, 2013, and the related Letter of Transmittal and Consent (together, the "Offer Documents"). Holders of Notes should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Offer.
J.P. Morgan Securities LLC is acting as dealer manager for the tender offer and as solicitation agent for the consent solicitation. J.P. Morgan Securities LLC can be contacted at (800) 245-8812 (toll free) or (212) 270-1200 (collect). i-Deal LLC is the depositary and information agent for the tender offer and the consent solicitation.
The Offer Documents will be distributed to holders of Notes promptly. Additional copies of the Offer Documents and other related documents may be obtained by calling the information agent at (212) 849-3880 (for banks and brokers only) or (888) 593-9546 (toll free).
The Offer is being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company. This press release also is not a solicitation of consents to the proposed amendments to the Indenture. No recommendation is made as to whether holders of Notes should tender their Notes or deliver their consent. Holders of Notes should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the tender offer and the consent solicitation.
About Plastipak Holdings, Inc.
Plastipak is a leading global designer, manufacturer and distributor of rigid plastic packaging containers and preforms for many of the world's largest consumer products companies. For the twelve months ended August 3, 2013, we manufactured and distributed approximately 9.5 billion containers and 12.1 billion preforms worldwide to over 460 customers as we operate in 27 strategic sites across the globe. We have been awarded over 420 U.S. patents (and over 800 foreign patents) for our state-of-the-art package designs and manufacturing processes as technological creativity is our competitive advantage as we deliver innovative choices for consumers while managing their packaging costs and branding their products. Additional information about Plastipak can be found at our website located at www.plastipak.com.
Statements in this press release concerning Plastipak's intentions, expectations or predictions about future results or events are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management's current expectations or beliefs, and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Such risks and uncertainties include, among others, the willingness of holders of the Notes to tender them to Plastipak, and the satisfaction or waiver of the tender offer and consent solicitation conditions. Forward-looking statements speak only as of the time made, and the Company assumes no obligation to publicly update any such statements.
SOURCE Plastipak Holdings, Inc.