IRVING, Texas, March 16, 2017 /PRNewswire/ -- Neovia Logistics, LP ("Neovia") today announced the early settlement of the previously announced private offer (the "Tender and Exchange Offer") by 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") 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, and as it may be further supplemented and amended from time to time, the "Tender and Exchange Offer Statement"), 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.
According to information provided by D.F. King & Co., Inc., the exchange agent and information agent for the Tender and Exchange Offer and Consent Solicitation (as defined below), as of 5:00 p.m., New York City time, on March 15, 2017 (the "Early Participation Date"), the Issuers had received tenders and consents from holders of $121,661,042 in aggregate principal amount of the Existing Notes, representing approximately 98.4% of the total outstanding principal amount of the Existing Notes, excluding $414,300 aggregate principal amount of Existing Notes that have been repurchased by the Issuers but not cancelled.
The Issuers waived the condition requiring the valid tender of at least 100% of the principal amount of Existing Notes outstanding as of March 9, 2017.
The Issuers issued an aggregate of $76,604,684 principal amount of Exchange Notes and paid an aggregate of $46,182,531.56 in cash for Existing Notes validly tendered on or prior to the Early Participation Date and accepted for exchange.
The Issuers received consents (the "Consent Solicitation") sufficient to approve the proposed amendments to the indenture governing the Existing Notes, and the Issuers and the trustee for the Existing Notes have entered into a supplemental indenture containing such proposed amendments. Such amendments have become operative with respect to the Existing Notes that remain outstanding.
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 Nlih@dfking.com, 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.
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.
Greg Artkop, Neovia Logistics, LP
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