Neovia Announces Amendments to Tender and Exchange Offer and Consent Solicitation
IRVING, Texas, March 9, 2017 /PRNewswire/ -- Neovia Logistics, LP ("Neovia") announced today that its direct parent, Neovia Logistics Intermediate Holdings, LP (the "Issuer"), and Neovia Logistics Intermediate Finance Corporation (the "Co-Issuer," together with the Issuer, the "Issuers") have amended their previously announced private offer (the "Tender and Exchange Offer") to certain eligible noteholders ("Eligible Holders") of their 10.00%/10.75% Senior PIK Toggle Notes due 2018 (CUSIP Nos 64066FAA1 and U64058AA5) (the "Existing Notes"), upon the terms and subject to the conditions set forth in the Confidential Tender and Exchange Offer Statement and Consent Solicitation Statement (as amended and supplemented by the supplement, dated January 12, 2017, the press releases dated February 7, 2017, February 14, 2017, February 22, 2017, March 1, 2017 and March 8, 2017, and the supplement dated March 9, 2017 (the "Supplement"), and as it may be further supplemented and amended from time to time, the "Tender and Exchange Offer Statement") and the accompanying Consent and Letter of Transmittal (as it has been and may be supplemented and amended from time to time, the "Consent and Letter of Transmittal"), to exchange Existing Notes validly tendered for a combination of newly-issued 10.00%/10.75% (with adjustable step-up) Senior PIK Toggle Notes due 2020 (the "Exchange Notes") and cash, as described in the Tender and Exchange Offer Statement.
The Supplement amended the Tender and Exchange Offer such that the consideration payable for each $1,000 principal amount of Existing Notes validly tendered on or prior to the Expiration Date (as defined below) and accepted for exchange will be $620.40 principal amount of Exchange Notes and $379.60 in cash (the "Exchange Consideration"). There are no longer two consideration options available to Eligible Holders.
The Issuers are offering to exchange the Existing Notes in the Tender and Exchange Offer for the principal purpose of extending the maturity of obligations under the Existing Notes from February 1, 2018 to April 1, 2020. Cash interest on the Exchange Notes will initially accrue at a rate of 10.00% per annum and PIK interest on the Exchange Notes will accrue at the rate of 10.75% per annum. The interest rate on the Exchange Notes will step up to 11.50%/12.25% on April 1, 2018, subject to step down adjustment based on the Total Net Leverage Ratio of Neovia, as described in the Supplement. The initial interest payment on the Exchange Notes will be made in PIK notes.
In addition, for the interest period from April 1, 2018 to, but not including, October 1, 2018 only, additional interest shall accrue at a rate equal to 0.432% per annum with respect to cash interest or PIK interest.
In addition, the Supplement amended the Tender and Exchange Offer such that (i) the Early Participation Date was extended to 5:00 p.m., New York City time March 15, 2017 (such time and date, as the same may be extended the "Early Participation Date") and (ii) the Expiration Date was extended to 12:00 midnight, New York City time, at the end of March 22, 2017, unless extended (such time and date, as the same may be extended, the "Expiration Date"). Eligible Holders who validly tender their Existing Notes prior to the Early Participation Date will be eligible to receive the Exchange Consideration on a date promptly after the Early Participation Date (the "Early Settlement Date"), and Eligible Holders who validly tender their Existing Notes prior to the Expiration Date will be eligible to receive the Exchange Consideration on a date promptly after the Expiration Date, but in no case later than March 27, 2017 (the "Final Settlement Date" and each of the Early Settlement Date and the Final Settlement Date, a "Settlement Date"). The deadline for Eligible Holders who validly tendered their Existing Notes to withdraw tenders of their Existing Notes and revoke consents (the "Withdrawal Date") has expired and is not being extended pursuant to the Supplement. However, Eligible Holders who validly tendered their Existing Notes prior to the date hereof may withdraw tenders of their Existing Notes and revoke consents prior to the Early Participation Date.
The Tender and Exchange Offer is subject to the satisfaction or waiver of the conditions set forth in the Tender and Exchange Offer Statement and consummation of the Consent Solicitation (as defined below). The Minimum Tender Condition was revised by the Supplement to require the valid tender of at least 100% of the principal amount of Existing Notes outstanding as of March 9, 2017 (the "Minimum Tender Condition").
Eligible Holders whose validly tendered Existing Notes are accepted for payment of Exchange Consideration will receive, in lieu of a PIK interest payment in Existing Notes in respect of accrued interest from February 15, 2017 to, but not including, the applicable Settlement Date, an aggregate principal amount of Exchange Notes equal to the aggregate principal amount of Existing Notes such Eligible Holder would have received for the payment of PIK interest accrued to, but not including, such Settlement Date had such PIK interest been paid in Existing Notes.
Eligible Holders holding substantially 100% of the principal amount of Existing Notes outstanding as of March 9, 2017, excluding holders of $127,694 in aggregate principal amount of Existing Notes that have previously tendered their Existing Notes in the Exchange Offer, have entered into an agreement with the Issuers pursuant to which such Eligible Holders have agreed to tender their Existing Notes upon the terms and subject to the conditions set forth in the Tender and Exchange Offer Statement and the Consent and Letter of Transmittal.
As of March 9, 2017, the Issuers had received tenders and consents from holders of $127,694 in aggregate principal amount of the Existing Notes, representing approximately 0.11% of the total outstanding principal amount of the Existing Notes.
The Issuers are also soliciting consents (the "Consent Solicitation"), upon the terms and subject to the conditions set forth in the Tender Offer and Exchange Statement and the accompanying Consent and Letter of Transmittal, from all holders of the Existing Notes to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Existing Notes (the "Existing Notes Indenture"). The purpose of the Proposed Amendments is to amend the Existing Notes Indenture principally to permit certain building lease obligations and receivables sales not to be treated as indebtedness for covenant purposes. The Tender and Exchange Offer is conditioned upon the consummation of the Consent Solicitation. Holders who validly tender their Existing Notes pursuant to the Tender and Exchange Offer will be deemed to have delivered their related consents to the Proposed Amendments by such tender. Holders may not deliver consents without tendering their Existing Notes, and holders may not tender their Existing Notes without delivering consents.
Available Documents and Other Details
Documents relating to the Tender and Exchange Offer and the Consent Solicitation will only be distributed to noteholders who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A or not a "U.S. person" under Regulation S for purposes of applicable securities laws. Noteholders who desire to complete an eligibility form should request instructions by sending an e-mail to [email protected], calling D.F. King & Co., Inc., the exchange agent and information agent for the Tender and Exchange Offer and Consent Solicitation, at (800) 967-5071 (U.S. Toll-free) or (212) 269-5550 (Collect).
The Tender and Exchange Offer and the issuance of the Exchange Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other securities laws. The Tender and Exchange Offer will only be made, and the Exchange Notes are only being offered and will only be issued, to holders of Existing Notes (i) in the United States, who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act (each, a "QIB") and (ii) outside the United States, who are persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. We refer to the holders of Existing Notes (or persons who are considering becoming holders of Existing Notes) who have certified to us that they are eligible to participate in the Tender and Exchange Offer pursuant to at least one of the foregoing conditions as "Eligible Holders." Only Eligible Holders are authorized to receive or review the Tender and Exchange Offer Statement or to participate in the Tender and Exchange Offer.
The complete terms and conditions of the Tender and Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the Tender and Exchange Offer and Consent Solicitation. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Exchange Notes. The Tender and Exchange Offer and Consent Solicitation is only being made pursuant to the Tender and Exchange Offer and Consent Solicitation Statement and the related Consent and Letter of Transmittal. The Tender and Exchange Offer is not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this press release contains statements that are forward-looking. The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "plan," "expect," "should" and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. Factors that could cause such differences in future results include, but are not limited to, the risks described in the Tender and Exchange Offer and Consent Solicitation Statement related to the Tender and Exchange Offer and Consent Solicitation.
About Neovia
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.
CONTACT:
Greg Artkop, Neovia Logistics, LP
469-804-2483 or
[email protected]
SOURCE Neovia Logistics, LP
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