Neovia Announces Commencement of Consent Solicitation
IRVING, Texas, July 11, 2017 /PRNewswire/ -- Neovia Logistics, LP ("Neovia") announced today that Neovia Logistics Services, LLC (the "Issuer") and Neovia Logistics Finance Corporation, as co-issuer (the "Co-Issuer," and together with the Issuer, the "Issuers") have commenced a solicitation (the "Consent Solicitation") of consents (the "Consents") upon the terms and subject to the conditions set forth in the Consent Solicitation Statement and the accompanying Consent Form sent to the holders of record their outstanding 8.875% Senior Secured Notes due 2020 (the "Notes") at 5:00 p.m., New York City time, on July 10, 2017 to amend certain provisions of the Indenture governing the Notes, dated as of July 31, 2012 as supplemented by the First Supplemental Indenture dated as of July 31, 2012, a Second Supplemental Indenture dated as of July 26, 2013, a Third Supplemental Indenture dated as of September 18, 2013 and a Fourth Supplement Indenture dated as of November 17, 2014, each among the Issuer, the Co-Issuer, Neovia, the subsidiary guarantors party thereto, Wilmington Trust, National Association, as trustee (the "Trustee") and Wilmington Trust, National Association, as collateral agent (the "Indenture").
The proposed amendments, as more fully described in the Consent Solicitation Statement, would, if effected, permit certain building lease obligations and receivables sales not to be treated as indebtedness and to permit the current period GAAP revenue recognition standard, rather than the standard in effect at the issue date of the Notes, to be used, in each case for covenant calculation purposes (such amendments, the "Proposed Amendments"). The Proposed Amendments will align the relevant Indenture provisions with similar provisions in the Issuers' parent's indentures. Certain significant holders have already agreed to provide their consent to support the Proposed Amendments.
THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 18, 2017, OR SUCH LATER TIME AND DATE TO WHICH SUCH CONSENT SOLICITATION MAY BE EXTENDED (SUCH TIME AND DATE, THE "EXPIRATION TIME"). CONSENTS (AS DEFINED HEREIN) MAY BE REVOKED AT ANY TIME PRIOR TO THE "CONSENT DATE" WHICH IS THE EARLIER OF (A) THE EFFECTIVE DATE (AS DEFINED HEREIN) AND (B) 5:00 P.M., NEW YORK CITY TIME, ON JULY 18, 2017.
In the event that the Conditions (as described in the Consent Solicitation Statement), including the receipt of the Requisite Consents (as defined below), are satisfied or waived by the Issuers, and the Consent Solicitation is not terminated or withdrawn, the Issuers will pay to the Holders of outstanding Notes who delivered valid Consents prior to the applicable Expiration Time, and who have not validly revoked such applicable Consents prior to the applicable Consent Date, a cash payment of $1.50 per $1,000 principal amount of Notes for which Consents have been delivered by such Holder (the "Consent Fee").
The Consent Fee will be payable as promptly as practicable following the applicable Expiration Time, assuming that all of the Conditions have been satisfied or waived by such time or date (such time and date, the "Consent Payment Date"). Holders of the Notes for which no Consent is delivered will not receive the Consent Fee, even though the applicable Proposed Amendments, once operative, will bind all Holders of the Notes and their transferees.
The Consents of the Notes Holders of at least a majority in principal amount of the outstanding Notes (the "Requisite Consents") are required pursuant to the terms of the Indenture for the Proposed Amendments to be approved and binding on the Holders and any subsequent holder of the Notes.
Provided the Issuers receive the Requisite Consents, the Proposed Amendments will be effected by a supplemental indenture (the "Supplemental Indenture"). Promptly following receipt of the Requisite Consents, the Issuers intend to execute the Supplemental Indenture containing the Proposed Amendments, at which time the Supplemental Indenture will be effective (the "Effective Date"). Upon the Effective Date, all Holders of the Notes will be bound by the terms of the Supplemental Indenture, even if they did not deliver Consents to such Proposed Amendments.
Regardless of the outcome of the Consent Solicitation, the Notes will continue to be outstanding and will continue to bear interest as provided in the applicable Indenture. The Proposed Amendments will not alter the Issuers' obligation to pay the principal of or interest on the Notes or alter the stated interest rate, maturity date or redemption provisions of the Notes.
The Issuers have appointed D.F. King & Co., Inc. as tabulation agent (the "Tabulation Agent") for Consents with respect to the Consent Solicitation and as information agent (the "Information Agent") with respect to the Consent Solicitation. To request material, please call (212) 269-5550 or toll-free (877) 896-3192 or email [email protected].
SOURCE Neovia Logistics, LP
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