Neovia Announces Extension of Tender and Exchange Offer and Consent Solicitation
IRVING, Texas, Feb. 14, 2017 /PRNewswire/ -- Neovia Logistics, LP ("Neovia") hereby announces that its direct parent, Neovia Logistics Intermediate Holdings, LP (the "Issuer"), and Neovia Logistics Intermediate Finance Corporation (the "Co-Issuer," together with the Issuer, the "Issuers") are extending the Expiration Date and the Final Settlement Date (each as defined below) of their previously announced private offer (the "Tender and Exchange Offer") to certain eligible noteholders ("Eligible Holders") of their 10.00%/10.75% Senior PIK Toggle Notes due 2018 (CUSIP Nos 64066FAA1 and U64058AA5) (the "Existing Notes"), upon the terms and subject to the conditions set forth in the Confidential Tender and Exchange Offer Statement and Consent Solicitation Statement (as amended and supplemented by the supplement, dated January 12, 2017, and the press release, dated February 7, 2017, and as it may be further supplemented and amended from time to time, the "Tender and Exchange Offer and Consent Solicitation Statement") and the accompanying Consent and Letter of Transmittal (as it may be supplemented and amended from time to time, the "Consent and Letter of Transmittal"), to purchase and/or exchange Existing Notes validly tendered and to solicit consents (the "Consent Solicitation") to certain proposed amendments to the indenture governing the Existing Notes, as described in the Tender and Exchange Offer and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal.
The Tender and Exchange Offer and Consent Solicitation Statement is hereby amended to extend the Expiration Date to 12:00 midnight, New York City time, at the end of February 22, 2017, unless extended (the "Expiration Date").
Subject to the terms and conditions of the Tender and Exchange Offer, the Issuers will settle all tenders on a date promptly after the Expiration Date (the "Final Settlement Date").
The deadline for Eligible Holders who validly tendered their Existing Notes to withdraw tenders of their Existing Notes and revoke consents has expired and is not being extended pursuant to this press release.
As of February 14, 2017, the Issuers had received tenders and consents from holders of $121,181 in aggregate principal amount of the Existing Notes, representing approximately 0.10% of the total outstanding principal amount of the Existing Notes.
Capitalized terms used herein applicable to the Tender and Exchange Offer or the Consent Solicitation but not defined in this press release have the meaning ascribed to them in the Tender and Exchange Offer and Consent Solicitation Statement.
Available Documents and Other Details
Documents relating to the Tender and Exchange Offer and the Consent Solicitation will only be distributed to noteholders who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A or not a "U.S. person" under Regulation S for purposes of applicable securities laws. Noteholders who desire to complete an eligibility form should request instructions by sending an e-mail to Nlih@dfking.com, calling D.F. King & Co., Inc., the exchange agent and information agent for the Tender and Exchange Offer and Consent Solicitation, at (800) 967-5071 (U.S. Toll-free) or (212) 269-5550 (Collect) or visiting www.dfking.com/nlih.
The Tender and Exchange Offer and the issuance of the Exchange Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other securities laws. The Tender and Exchange Offer will only be made, and the Exchange Notes are only being offered and will only be issued, to holders of Existing Notes (i) in the United States, who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act (each, a "QIB") and (ii) outside the United States, who are persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. We refer to the holders of Existing Notes (or persons who are considering becoming holders of Existing Notes) who have certified to us that they are eligible to participate in the Tender and Exchange Offer pursuant to at least one of the foregoing conditions as "Eligible Holders." Only Eligible Holders are authorized to receive or review the Tender and Exchange Offer Statement or to participate in the Tender and Exchange Offer.
The complete terms and conditions of the Tender and Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the Tender and Exchange Offer and Consent Solicitation. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Exchange Notes. The Tender and Exchange Offer and Consent Solicitation is only being made pursuant to the Tender and Exchange Offer and Consent Solicitation Statement and the related Consent and Letter of Transmittal. The Tender and Exchange Offer is not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this press release contains statements that are forward-looking. The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "plan," "expect," "should" and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. Factors that could cause such differences in future results include, but are not limited to, the risks described in the Tender and Exchange Offer and Consent Solicitation Statement related to the Tender and Exchange Offer and Consent Solicitation.
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.
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SOURCE Neovia Logistics, LP