Innovation Ventures Announces Tender Offer Of Its 9.50% Senior Secured Notes Due 2019

FARMINGTON HILLS, Mich., Aug. 4, 2016 /PRNewswire/ -- Innovation Ventures, LLC (the "Company"), the leading producer of 5-hour ENERGY^® shots, announced today that it is commencing a cash tender offer (the "Tender Offer") with respect to any and all of its outstanding 9.50% Senior Secured Notes due 2019 (the "Notes").

In conjunction with the Tender Offer, the Company is soliciting consents ("Consents") from holders of the Notes to certain proposed amendments (the "Proposed Amendments") to the indenture (the "Indenture") governing the Notes (the "Consent Solicitation"). The Proposed Amendments would amend the Indenture to eliminate most of the covenants and certain default provisions applicable to the Notes.

The Notes and other information relating to the Tender Offer and the Consent Solicitation are set forth in the table below:

(1) Amount is net of the $53,550,000 of Notes previously repurchased by the Company and held in treasury.

(2) Includes Early Tender Premium.

Each holder who validly tenders and does not withdraw its Notes and validly delivers and does not revoke its corresponding Consents prior to 5:00 p.m., New York City time, on August 17, 2016 (as may be extended or earlier terminated, the "Early Tender Time") will be eligible to receive the "Total Consideration" of $1,052.50 per $1,000 principal amount of Notes tendered, which includes the "Tender Offer Consideration" of $1,037.50 and the "Early Tender Premium of $15.00. Holders who validly tender and do not withdraw their Notes and validly deliver and do not revoke their corresponding Consents after the Early Tender Time but prior to 11:59 p.m., New York City time, on August 31, 2016, unless extended or earlier terminated (the "Expiration Time"), will only be eligible to receive the Tender Offer Consideration. In addition to the Total Consideration or Tender Offer Consideration, as applicable, accrued and unpaid interest up to, but not including, the applicable settlement date of the Notes will be paid in cash on all Notes accepted for purchase

Tendered Notes may be withdrawn at any time prior to 5:00 p.m. New York City time, on August 17, 2016 (unless such deadline is extended) but not thereafter, except to the extent that the Company is required by law to provide additional withdrawal rights.

Subject to the terms and conditions described below, payment of the tender offer consideration and an early tender premium to holders who tendered Notes prior to the Early Tender Time will occur after the Early Tender Time (the "Initial Settlement Date"). Payment of the tender offer consideration to holders who tendered notes prior to the Expiration Time but after the Early Tender Time will occur promptly after the Expiration Time (the "Final Settlement Date"). On the Initial Settlement Date or, if the Initial Settlement Date does not occur, the Final Settlement Date, the Company intends to issue a notice of redemption and concurrently discharge its obligations under the Notes and the Indenture in accordance with the satisfaction and discharge provisions of the Indenture.. Delivery of consents to the Proposed Amendments by holders of at least a majority of the aggregate principal amount of the outstanding Notes (excluding Notes owned by the Company or any of its affiliates) is required for the adoption of the Proposed Amendments.

The consummation of the Tender Offer is conditioned upon, among other things, the Company's consummation of a financing transaction, including its receipt of aggregate proceeds (before fees and other offering expenses) from such financing transaction, on or prior to the Initial Settlement Date or the Final Settlement Date, as the case may be, on terms satisfactory to the Company, of at least $900 million and the possession of funds sufficient to pay the tender offer consideration and early tender premium, accrued and unpaid interest and all related fees and expenses with respect to all Notes (regardless of the amount of Notes tendered pursuant to the Tender Offer). If any of the conditions to the Tender Offer is not satisfied, the Company may terminate the Tender Offer and the Consent Solicitation and return tendered Notes. The Company has the right to waive any of the foregoing conditions with respect to the Notes in whole or in part. In addition, the Company has the right, in its sole discretion, to terminate the Tender Offer and the Consent Solicitation at any time, subject to applicable law. 

BofA Merrill Lynch is acting as Dealer Manager for the Tender Offer and as Solicitation Agent for the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or at (980) 388-3646 (collect).

D.F. King & Co., Inc. is acting as Tender Agent and Information Agent for the Tender Offer and Consent Solicitation. Requests for the Tender Offer Documents may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks) or (800) 967-5071 (for all others).

None of the Company, its managers, members, the trustee and the collateral agent for the Notes, the Information Agent, the Tender Agent, the Dealer Manager and the Solicitation Agent or any of their respective affiliates makes any recommendation as to whether holders should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offer or deliver, or refrain from delivering, any consent to the Proposed Amendments pursuant to the Consent Solicitation.

This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The complete terms and conditions of the Tender Offer and the Consent Solicitation are set forth in an Offer to Purchase and Consent Solicitation Statement, dated August 4, 2016, and the related Letter of Transmittal (the "Tender Offer Documents") that are being sent to holders of the Notes. The Tender Offer and the Consent Solicitation are being made only through, and subject to the terms and conditions set forth in, the Tender Offer Documents and related materials.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company has tried, whenever possible, to identify these forward-looking statements using words such as "anticipates," "believes," "estimates," "expects," "plans," "intends" and similar expressions. These statements reflect the Company's current beliefs and are based upon information currently available to it. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. Important factors that could cause such differences include, but are not limited to, our ability to meet the conditions to the tender offer, including consummation of a debt financing transaction.

All information set forth in this press release is as of August 4, 2016. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. Risk factors and uncertainties that may cause actual results to differ materially from expected results include, among others, our ability to successfully complete the Tender Offer and Consent Solicitation.

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SOURCE Innovation Ventures, LLC