IRVING, Texas, Nov. 13, 2014 /PRNewswire/ -- Neovia Logistics, L.L.C. ("Neovia") hereby announces that Neovia Logistics Services, LLC (the "2020 Notes Issuer") and Neovia Logistics Finance Corporation, as co-issuer (the "2020 Notes Co-Issuer," and together with the 2020 Notes Issuer, the "2020 Notes Issuers") are amending certain of the terms of their previously announced solicitation (the "2020 Notes Consent Solicitation") of consents (the "2020 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 "2020 Notes Holders") at 5:00 p.m., New York City time, on October 27, 2014 of their outstanding 8.875% Senior Secured Notes due 2020 (the "2020 Notes"), to amend certain provisions of the Indenture governing the 2020 Notes, dated as of July 31, 2012, as supplemented, (the "2020 Notes Indenture"), among the 2020 Notes Issuer, the 2020 Notes Co-Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (the "2020 Notes Trustee").
The 2020 Notes Issuers were notified by D.F. King & Co., Inc., the Information Agent and Tabulation Agent for the Consent Solicitations, that 2020 Notes Consents of approximately 44% of the principal amount of the 2020 Notes were validly delivered pursuant to the terms of the Consent Solicitation Statement at or prior to 5:00 p.m., New York City time, on November 12, 2014.
The Consent Solicitation Statement shall be amended in respect of the 2020 Notes Consent Solicitation as follows:
(1) to modify the 2020 Notes Consent Fee per $1,000 principal amount of 2020 Notes to be equal to the product of (a) $5.00 multiplied by (b) a fraction, the numerator of which is the outstanding aggregate principal amount of 2020 Notes ($450,000,000) and the denominator of which is the aggregate principal amount of 2020 Notes in respect of which consents have been validly delivered prior to the Expiration Time (as extended) and not validly revoked. As a result of this modification, a consenting 2020 Notes Holder is eligible to receive not less than $5.00 (the "Minimum Consent Fee") nor more than $10.00 per $1,000 principal amount of 2020 Notes for which consents are validly delivered prior to the Expiration Time (as extended) and not validly revoked. There is no assurance that the 2020 Notes Consent Fee will be greater than the Minimum Consent Fee and 2020 Notes Holders who deliver their 2020 Notes Consents will be deemed to have accepted any 2020 Notes Consent Fee equal to or greater than the Minimum Consent Fee;
(2) to pay the entire 2020 Notes Consent Fee (as modified) (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 2020 Notes Consent Solicitation to 5:00 p.m., New York City time, on November 17, 2014, unless extended or terminated by the 2020 Notes Issuers.
The 2020 Notes Issuers' obligation to pay any 2020 Notes Consent Fee to consenting 2020 Notes Holders is conditioned upon receipt by the Information Agent and Tabulation Agent of the 2020 Notes Requisite Consents for the 2020 Notes Proposed Amendments under the 2020 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 2020 Notes Consent Solicitation remain unchanged. Moreover, the 2020 Notes 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 2020 Notes Consents do not need to redeliver such 2020 Notes Consents or take any other action in response to this announcement in order to consent or receive the increased 2020 Notes Consent Fee upon the successful conclusion of the 2020 Notes Consent Solicitation. The 2020 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 2020 Notes Consent Solicitation.
The terms of the previously announced 2018 Notes Consent Solicitation (as defined in the Consent Solicitation Statement) (as amended) remain unchanged.
Goldman, Sachs & Co. is acting as the exclusive Solicitation 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.