ATLANTA, Nov. 8, 2016 /PRNewswire/ -- Jack Cooper Enterprises, Inc. (the "Company") announced today that it has amended (the "Amendment") its unregistered offer to exchange (the "Exchange Offer") up to $80,450,000 of its 10.50%/11.25% Senior PIK Toggle Notes due 2019 (the "Existing Notes") for (i) cash and (ii) warrants to purchase shares of Class B Common Stock of the Company, par value $0.0001 per share (the "Class B Common Stock"), that are each exercisable for one share of Class B Common Stock (the "Exchange Warrants").
The Company also announced today that the quarterly report of Jack Cooper Holdings Corp., its wholly-owned subsidiary ("JCHC"), for the period ended September 30, 2016 is available to its investors via its password-protected investor website.
Prior to the Amendment, the Exchange Offer Documents (as defined below) contemplated that the Existing Notes could only be tendered in the Exchange Offer in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, and also that, in the event of proration, validly tendered Existing Notes will be determined by multiplying the principal amount of each Eligible Holder's (as defined below) tender by the proration factor, and rounding the product down to the nearest integral multiple of $1,000 (the "Proration Multiple"). Pursuant to the Amendment, under the terms of the Exchange Offer as amended, Eligible Holders may now tender their Existing Notes in minimum denominations of $2,000 and increments of $1.00 in excess thereof. In addition, in the event of proration, the Proration Multiple will be $1.00. Each reference in the confidential offering memorandum, dated November 1, 2016 (the "Offering Memorandum"), and related letter of transmittal (collectively with the Offering Memorandum, the "Exchange Offer Documents") to a requirement that Existing Notes be tendered in multiples of $1,000 in order to be accepted for payment is hereby amended pursuant to the Amendment, to state that Existing Notes tendered in an amount not less than $2,000 and in any multiple of $1.00 in excess thereof may be accepted for payment. The Exchange Offer Documents are also hereby amended to state that the Proration Multiple is $1.00.
The Company reserves the right, subject to applicable law, in its sole discretion, to waive or further amend any of the conditions of the Exchange Offer, subject to certain exceptions, at any time and from time to time, as described in the Offering Memorandum. The Company also reserves the right, subject to applicable law, to terminate, withdraw, amend or extend the Exchange Offer at any time and from time to time, as described in the Offering Memorandum.
The Exchange Warrants have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The Exchange Warrants may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Only persons who certify that they are "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act are authorized to receive and review the Offering Memorandum (such persons, "Eligible Holders").
Requests for documents should be directed to D.F. King & Co., Inc., the Information Agent for the Exchange Offer, at (212) 269-5550 (for banks and brokers) or (800) 967-5071 (for noteholders) or by email at jc@dfKing.com. Eligible Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.
This press release is for informational purposes only and is not an offer to purchase, or a solicitation of an offer to exchange, any of the Existing Notes. The Exchange Offer is being made pursuant to the Exchange Offer Documents, as amended hereby. The Exchange Offer is not being made to holders of the Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. None of the Company, the Dealer Managers (as defined in the Offering Memorandum), the Information Agent or their respective affiliates is making any recommendation as to whether or not holders should exchange all or any portion of their Existing Notes in the Exchange Offer.
Statements made in this news release which describe the Company's intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by, or including the words "believes," "expects," "anticipates," "plans," "estimates," "projects," "forecasts," or similar expressions. Examples of forward-looking statements in this news release are statements about the expected size and timing of the Exchange Offer. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and the Company's actual results could differ materially from those expressed or implied in such statements. We do not intend, and we disclaim any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements include, among other things the risks described under the caption "Risk Factors" in the Offering Memorandum.
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SOURCE Jack Cooper Enterprises, Inc.