GLENWILLOW, Ohio, Oct. 2, 2017 /PRNewswire/ -- Advanced Lighting Technologies, Inc. (the "Company") announced today the expiration and final results for its exchange offer (the "Exchange Offer") to exchange all of its outstanding 10.50% Senior Secured Notes due 2019 (CUSIP No. 00753CAE2) and 12.50% Senior Secured PIK Notes due 2019 (CUSIP Nos. U0076EAC9, 00753CAG7 and 00753CAH5) (collectively, the "Notes") for (i) new Second Lien Notes due 2023 (the "New Notes") and (ii) membership interests of Advanced Lighting Technologies, LLC (the "Membership Interests"). The exchange offer for the Notes expired at 5:00 p.m., New York City time, on September 29, 2017 (the "Expiration Time") and is subject to the terms and conditions set forth in the Company's Offer and Consent Solicitation Statement, dated August 18, 2017 (the "Offer Statement").
As of September 1, 2017 at 5:00 p.m., New York City time (the "Consent Time"), $169,514,046 principal amount of Notes, representing 91.64% of the total principal amount of Notes outstanding, were tendered by holders of the Notes prior to the expiration of the Company's consent solicitation at the Consent Time. Holders who validly tendered (and did not validly withdraw) their Notes prior to the Consent Time are entitled to receive: (i) a pro rata portion of the New Notes issued in the aggregate principal amount of $45,000,000 based on the total principal amount of Notes validly tendered and not properly withdrawn and accepted by the Company; (ii) a pro rata portion of 95% of the membership interests of Advanced Lighting Technologies, LLC, a Delaware limited liability company (which the Company will be merged with and into immediately after the Supplemental Indenture (as defined below), and the Proposed Amendments (as defined below) contained therein become operative and prior to the consummation of the exchange offer) (the "Membership Interests") based on the total principal amount of Notes validly tendered and not properly withdrawn and accepted by the Company; and (iii) the opportunity to participate in a pro rata portion of a new senior secured first lien term loan facility in the aggregate principal amount of $35,000,000 (based on its pro rata commitments under such facility) as a first lien lender (the "First Lien Opportunity") and receive a pro rata portion of the 10-year detachable penny warrants exercisable into 15.0% of the outstanding Membership Interests ((i), (ii) and (iii) are collectively referred to as the "Total Consideration"). All of the Notes that were validly tendered (and not validly withdrawn) prior to the Expiration Time have been accepted by the Company. The consideration for such Notes is expected to be issued on October 4, 2017 (the "Settlement Date").
No additional Notes were tendered subsequent to the Consent Time and prior to the Expiration Time. The Company previously notified Eligible Holders that, pursuant to its solicitation of consents in connection with the Exchange Offer (the "Consent Solicitation"), it had received the requisite consents needed to approve certain proposed amendments (the "Proposed Amendments") to that certain indenture, dated as of June 1, 2012, among the Company, U.S. Bank National Association, as the Trustee and Collateral Agent (the "Trustee") and guarantors party thereto (as amended and supplemented from time to time prior to the date hereof, the "Indenture"), under which the Notes were issued, to (i) eliminate substantially all of the restrictive covenants and certain default provisions contained in the Indenture and (ii) release the collateral securing the Notes. The Company entered into the third supplemental indenture (the "Third Supplemental Indenture") giving effect to the Proposed Amendments on September 20, 2017. In light of the Company's receipt of the requisite consents, the Third Supplemental Indenture will become operative on the Settlement Date. The Proposed Amendments are binding upon holders of Notes who did not tender their Notes pursuant to the Offer Statement even though such holders have not consented to the Proposed Amendments.
Only holders of Notes that are (1) "accredited investors" as defined in Rule 501 of the Securities Act of 1933, as amended (the "Securities Act") or (2) "non-U.S. persons" as defined in Regulation S under the Securities Act, for holders located outside the United States were eligible to participate in the Exchange Offer ("Eligible Holders"). Eligible Holders should consult the Offer Statement and related material in their entirety for a full description of the terms and conditions of the Exchange Offer.
This press release contains forward-looking statements that are based on management's current expectations and observations. Included among the factors that, in the Company's view, could cause actual results to differ materially from the forward-looking statements contained in this press release are factors listed from time to time in the Company's documents that are made available on its investor relations website and, in some cases, attached to the Offer Statement, including, without limitation, its Annual Report for the year ended March 31, 2017 and its subsequent quarterly and periodic reports. The Exchange Offer is subject to certain conditions, and presents certain risks for Eligible Holders who tender, as set forth more fully in the Offer Statement and related documents. Those documents contain important information, and Eligible Holders should read them carefully before making any decision.
This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell with respect to any securities nor is this announcement an offer or solicitation of an offer to sell new securities. The Exchange Offer is made solely pursuant to the Offer Statement, which the Company has distributed to Eligible Holders of the Notes. The Exchange Offer is not being made to, nor will tenders or subscriptions be accepted from or on behalf of, holders in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction.
The Exchange Offer, the Consent Solicitation, the issuance of the Membership Interests, the issuance of the New Notes, and the issuance of the First Lien Credit Facility Warrants (as defined in the Offer Statement) have not been registered under the Securities Act or any other applicable securities laws and, unless so registered, such Membership Interests, New Notes, or First Lien Credit Facility Warrants may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
Contact: Tom Long, 212-269-5550, firstname.lastname@example.org
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SOURCE Advanced Lighting Technologies, Inc.