LA VERGNE, Tenn., Nov. 8, 2018 /PRNewswire/ -- JPW Industries, Inc. ("JPW" or the "Company") today announced that it has commenced the solicitation of consents (the "Consent Solicitation") to amend (the "Proposed Amendments") the indenture dated as of September 22, 2017 (the "Indenture") governing the Company's 9.000% Senior Secured Notes due 2024 (the "Notes").
The Proposed Amendments would amend the Indenture to, among other things, (i) release the liens and the security interests in the collateral of Tool France S.à r.l., a French société à responsabilité limitée (the "French Guarantor"), securing the Notes and the related guarantees and approve all necessary actions to effectuate the release of such liens and security interests (the "French Collateral Release") and (ii) permit the Company to conduct one or more tack-on offerings to issue additional Notes under the Indenture.
The Consent Solicitation is being made in accordance with the terms and subject to the conditions stated in a Consent Solicitation Statement, dated November 8, 2018 (the "Consent Solicitation Statement"), to holders of the Notes (the "Holders") as of 5:00 p.m., New York City time, on November 7, 2018 (the "Record Date"). As of the date of the Consent Solicitation Statement, the aggregate outstanding principal amount of the Notes was $220,000,000.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on November 16, 2018, unless extended or earlier terminated (the "Expiration Time"). In the event that the Holders of at least a majority in aggregate principal amount of the outstanding Notes as of the Record Date deliver (and do not validly revoke) valid consents to the Proposed Amendments (the "Requisite Consents"), prior to the Expiration Time in the manner described in the Consent Solicitation Statement, an aggregate cash payment of $550,000 will be payable to the Holders, on a pro rata basis (based on principal amount of Notes associated with delivered and not validly revoked consents), who deliver (and do not validly revoke) valid consents prior to the Expiration Time as total consideration for such consent (the "Consent Payment").
The Company may, subject to applicable law, amend, waive or modify the terms of the Consent Solicitation or extend the Expiration Time for any reason, or terminate the Consent Solicitation for any reason, in which case the Proposed Amendments would not be adopted and the Company would not be required to make the Consent Payment.
Requests for copies of the Consent Solicitation Statement and other related materials should be directed to D.F. King & Co., Inc., the Tabulation and Information Agent for the Consent Solicitation, at 212.269.5550 or 800.622.1569 (toll free), or at firstname.lastname@example.org. Holders are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed Amendments. Any persons with questions regarding the Consent Solicitation should contact Goldman Sachs & Co. LLC, the Solicitation Agent, 212.357.1452 or 800.828.3182 (toll free).
This press release and the Consent Solicitation Statement shall not constitute an offer to purchase nor a solicitation of an offer to sell any Notes or other securities. The Consent Solicitation is being made only by, and pursuant to the terms of, the Consent Solicitation Statement, and the information in this press release is qualified by reference to the Consent Solicitation Statement. In making a decision, Holders must rely on their own examination of the Company and the terms of the Consent Solicitation, including the merits and risks involved. The Consent Solicitation does not constitute a solicitation of Consents in or from any jurisdiction in which or from which, or to or from any person to or from whom, it is unlawful to make such solicitation in such jurisdiction under applicable laws. None of the Company, its affiliates, the Trustee, the Solicitation Agent or the Tabulation and Information Agent or any of their respective directors, officers, employees agents or affiliates makes any recommendation as to whether Holders should Consent to the adoption of the Proposed Amendments.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words "assumes," "believes," "estimates," "expects," "guidance," "intends," "plans," "projects," and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company's control and could materially affect actual results, performance, or achievements. Important risk factors that may affect the Consent Solicitation and Company's business, results of operations and financial position are detailed in the Consent Solicitation Statement and in the reports pursuant to the Indenture. Actual operating results may differ materially from what is expressed or forecast in this press release. Among those risks, uncertainties and other factors is the risk that the Consent Solicitation could result in an adverse effect on the existing rating agency ratings for the Notes. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.
SOURCE JPW Industries, Inc.