IRVING, Texas, Nov. 7, 2014 /PRNewswire/ -- Neovia Logistics, L.L.C. ("Neovia") hereby announces that Neovia Logistics Intermediate Holdings, LLC (the "2018 Notes Issuer") and Neovia Logistics Intermediate Finance Corporation, as co-issuer (the "2018 Notes Co-Issuer," and together with the 2018 Notes Issuer, the "2018 Notes Issuers") are amending certain of the terms of their previously announced solicitation (the "2018 Notes Consent Solicitation") of consents (the "2018 Notes Consents") upon the terms and subject to the conditions set forth in a consent solicitation statement, as amended (the "Consent Solicitation Statement") and the accompanying form of consent (the "Consent Form") sent to the holders of record (the "2018 Notes Holders") at 5:00 p.m., New York City time, on October 27, 2014 of their outstanding 10.00%/10.75% Senior PIK Toggle Notes due 2018 (the "2018 Notes"), to amend certain provisions of the Indenture governing the 2018 Notes, dated as of February 20, 2013 (the "2018 Notes Indenture"), among the 2018 Notes Issuer, the 2018 Notes Co-Issuer and Wilmington Trust, National Association, as trustee (the "2018 Notes Trustee").
The Consent Solicitation Statement shall be amended in respect of the 2018 Notes Consent Solicitation as follows:
(1) to increase the 2018 Notes Consent Fee payable to the 2018 Notes Holders to $30.00 per $1,000 principal amount of 2018 Notes for which 2018 Notes Consents have been validly delivered prior to the Expiration Time (as extended) for the 2018 Notes Consent Solicitation (and not validly revoked);
(2) to pay the entire 2018 Notes Consent Fee (as increased) (being the aggregate of the applicable Initial Consent Fee and the applicable Final Consent Fee), as promptly as practicable following the Expiration Time (as extended), assuming that all of the applicable Initial Conditions have been satisfied or waived by such time or date; and
(3) to extend the Expiration Time for the 2018 Notes Consent Solicitation to 5:00 p.m., New York City time, on November 14, 2014, unless extended or terminated by the 2018 Notes Issuers.
The 2018 Notes Issuers' obligation to pay any 2018 Notes Consent Fee to consenting 2018 Notes Holders is conditioned upon receipt by the Information Agent and Tabulation Agent of the 2018 Notes Requisite Consents for the 2018 Notes Proposed Amendments under the 2018 Notes Consent Solicitation prior to the Expiration Time (as extended) and the satisfaction or waiver of the other conditions described in the Consent Solicitation Statement.
Except as described herein, the other terms of the 2018 Notes Consent Solicitation remain unchanged. Moreover, the Issuers are not extending the right of Holders to revoke or withdraw their Consents beyond 5:00 p.m., New York City time, on November 10, 2014. Holders who have previously delivered 2018 Notes Consents do not need to redeliver such 2018 Notes Consents or take any other action in response to this announcement in order to consent or receive the increased 2018 Notes Consent Fee upon the successful conclusion of the 2018 Notes Consent Solicitation. The 2018 Notes Consent Solicitation is subject to certain terms and conditions, as set forth fully in the Consent Solicitation Statement (including this press release) and related documents. The Consent Solicitation Statement and related documents (including this press release) contain important information, and Holders should read them carefully before making any decision with respect to the 2018 Notes Consent Solicitation.
The terms of the previously announced 2020 Notes Consent Solicitation (as defined in the Consent Solicitation Statement) remain unchanged.
Goldman, Sachs & Co. is acting as the exclusive Solicitation Agent and D.F. King & Co., Inc. is acting as Information Agent and Tabulation Agent in connection with each of the Consent Solicitations. Questions regarding either Consent Solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-6941 (collect). Requests for documents relating to either Consent Solicitation may be directed to D.F. King & Co., Inc. at (866) 828-0221 (toll-free) or collect at (212) 269-5550.
The Consent Solicitations are not being made to, and Consents are not being solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such Consent Solicitation or grant such Consent. With respect to each Consent Solicitation, none of the Issuers, the Trustee, the Solicitation Agent, the Information Agent or the Tabulation Agent makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
All capitalized terms used herein applicable to a Consent Solicitation but not defined in this press release have the meaning ascribed to them in the Consent Solicitation Statement.
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.
Cautionary Note Regarding Forward-Looking Statements
Some of the information contained in this press release, including regarding the expected completion of the Acquisition, constitutes forward-looking statements. Although Neovia's management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.
SOURCE Neovia Logistics, L.L.C.