Solera Announces Extension of its Tender Offers, Completion of Consent Solicitations and Termination of Change of Control Offers

Nov 23, 2015, 08:30 ET from Solera Holdings, Inc.

WESTLAKE, Texas, Nov. 23, 2015 /PRNewswire/ -- Solera Holdings, Inc. ("Solera") (NYSE: SLH) announced today that it has amended the terms of its previously announced cash tender offers (together, the "Tender Offer") by its indirect wholly owned subsidiary, Audatex North America, Inc. (the "Company"), to purchase any and all of its outstanding 6.000% Senior Notes due 2021 (the "2021 Notes") and 6.125% Senior Notes due 2023 (the "2023 Notes" and together with the 2021 Notes, the "Notes") to: (i) extend the early tender deadline from 5:00 p.m., New York City time, on November 20, 2015 to 5:00 p.m., New York City Time, on January 6, 2016 (as so extended, and as may be further extended, the "Early Tender Date"); and (ii) extend the Expiration Date from 5:00 p.m., New York City time, on December 8, 2015 to 5:00 p.m., New York City Time on January 13, 2016 (as so extended, and as may be further extended, the "Expiration Date"). 

According to information provided by Global Bondholder Services Corporation, the Information and Tender Agent for the Tender Offer, as of 5:00 p.m., New York City time, on November 20, 2015, the Company had received tenders and Consents (as defined below) from holders of $1,673,156,000 in aggregate principal amount of the 2021 Notes, representing approximately 99.30% of the total outstanding principal amount of the 2021 Notes, and tenders and Consents from holders of $1,386,433,000 in aggregate principal amount of the 2023 Notes, representing approximately 97.98% of the total outstanding principal amount of the 2023 Notes.

The Company has received the Requisite Consents in respect of the Notes in connection with the concurrent consent solicitations (together, the "Consent Solicitation") for consents (the "Consents") to amend the respective indentures governing the Notes (the "Proposed Amendments") to eliminate or modify substantially all of the restrictive covenants relating to the Company and its subsidiaries, eliminate all events of default other than failure to pay principal, premium or interest on the Notes and eliminate all conditions to satisfaction and discharge and all conditions to be satisfied in the event of defeasance.  As a result, the Company and the Trustee executed supplemental indentures relating to each of the 2021 Notes and the 2023 Notes on November 20, 2015 (together, the "Supplemental Indentures") to effect the Proposed Amendments.  The Supplemental Indentures provide that the Proposed Amendments will become operative upon payment for the tendered Notes pursuant to the terms of the Tender Offer and Consent Solicitation. 

The table below sets forth the consideration payable in connection with the Tender Offer: 

Title of Notes

Aggregate Principal Amount Outstanding

CUSIPs

Tender

Consideration (1)(2)

Early Participation

Premium (1)

Total Consideration (1)(2)

6.000% Senior Notes due 2021

$1,685,000,000

CUSIP: 05070G AE8;

U00366 AD3

$962.50

$50.00

$1,012.50

6.125% Senior Notes due 2023

$1,415,000,000

CUSIP: 05070G AG3;

U00366 AF8

$962.50

$50.00

$1,012.50

(1)

For each $1,000 principal amount of Notes, excluding accrued but unpaid interest, which interest will be paid in addition to the Tender Consideration or Total Consideration, as applicable.

(2)

Payable only to holders who validly tender (and do not validly withdraw) Notes prior to the Early Tender Date.

Holders tendering after the Early Tender Date have until the Expiration Date, unless extended or earlier terminated, to tender their Notes pursuant to the Tender Offer. Holders who validly tender additional notes after the Early Tender Date and before the Expiration Date will receive the applicable Tender Consideration listed above, which does not include the Early Participation Premium.  The Withdrawal Deadline was November 20, 2015, at 5:00 p.m., New York City time. As a result, Notes tendered pursuant to the Offer may not be withdrawn and the Consents delivered pursuant to the Consent Solicitation may not be revoked, except as required by law.

Consummation of the Tender Offer and payment for the Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of the acquisition of Solera pursuant to the Agreement and Plan of Merger, dated September 13, 2015, by and among Solera and affiliates of Vista Equity Partners (the "Merger") and the related financing transactions.  The Company reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer. The Company intends to further extend the Expiration Date, without extending the November 20, 2015 Withdrawal Deadline (unless required by law), to have the Settlement Date coincide with the completion of the Merger.  The completion of the Merger and settlement for Notes tendered and not withdrawn is currently expected to occur in the early part of the first quarter of 2016. 

On November 6, 2015, concurrently with, but separate from the Tender Offer and the Consent Solicitation, the Company commenced offers to purchase for cash any and all of its outstanding 2021 Notes and 2023 Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased (collectively, the "Change of Control Offer").  Upon the effectiveness of the Supplemental Indentures, the Company will no longer have an obligation under Section 4.11 of the applicable Indenture to make the Change of Control Offer.  As a result, the Company is terminating the Change of Control Offer.

Except as set forth herein, all other terms, provisions and conditions of the Tender Offer and the Consent Solicitation will remain in full force and effect as set forth in the Company's Offer to Purchase and Consent Solicitation Statement, dated November 6, 2015 (as amended or supplemented from time to time, the "Statement") and the related letter of transmittal.  The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Statement and the related letter of transmittal, copies of which may be obtained at no charge from Global Bondholder Services Corporation.  All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement. The Company reserves the right to further amend the terms of the Tender Offer and Consent Solicitation or to further extend the Expiration Date for the Tender Offer and Consent Solicitation, in its sole discretion, at any time.

Requests for documents relating to the Tender Offer and Consent Solicitation may be directed to Global Bondholder Services Corporation, the Information and Tender Agent, at (866) 470-4300 or (212) 430-3774 (Banks and Brokers).  Questions regarding the Tender Offer and Consent Solicitation may be directed to the Dealer Manager, Goldman, Sachs & Co., at (800) 828-3182 and (212) 902-5138.  

None of the Company, Solera, the Dealer Manager, the Information and Tender Agent, or the trustee with respect to the Notes is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer.  Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.

This press release is for informational purposes only and is not an offer to buy, nor the solicitation of an offer to sell any of the Notes.  The Tender Offer and Consent Solicitation is being made solely by the Statement and the related letter of transmittal.  The full details of the Tender Offer and Consent Solicitation, including complete instructions on how to tender the Notes, are included in the Statement and the related letter of transmittal.  Holders of the Notes are strongly encouraged to carefully read the Statement and the related letter of transmittal because they contain important information.

Forward Looking Statements

The above information includes "forward looking" statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about the Tender Offer, the Consent Solicitation and the Merger.  Such statements only reflect Solera's and the Company's best assessment at this time and are indicated by words or phrases such as "plans," "intends," "will" or similar words or phrases.  These statements are based on Solera's and the Company's current expectations, estimates and assumptions and are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially.  Actual results may differ materially from those set forth in this press release due to the risks and uncertainties inherent to transactions of this nature, including, without limitation: whether or not the Company completes the Tender Offer and Consent Solicitation and the Merger on terms currently contemplated or otherwise.  Solera and the Company are under no obligation to (and specifically disclaim any such obligation to) update or alter these forward-looking statements whether as a result of new information, future events or otherwise.

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SOURCE Solera Holdings, Inc.



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