Neovia Announces Receipt Of Requisite Consents And Expiration Of 2020 Notes Consent Solicitation

IRVING, Texas, Nov. 18, 2014 /PRNewswire/ -- Neovia Logistics, L.L.C. ("Neovia") announced today that, upon the terms and subject to the conditions set forth in a consent solicitation statement dated October 28, 2014, as amended (the "Consent Solicitation Statement") and the accompanying form of consent (the "Consent Form"), on November 17, 2014 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") received the requisite consents (the "Requisite Consents") with respect to their previously announced consent solicitation (the "2020 Notes Consent Solicitation"), to amend certain provisions of the Indenture (the "2020 Notes Indenture") governing their outstanding 8.875% Senior Secured Notes due 2020 (the "2020 Notes"), dated as of July 31, 2012 as supplemented by a First Supplemental Indenture dated as of July 31, 2012, a Second Supplemental Indenture dated as of July 26, 2013, and a Third Supplemental Indenture dated as of September 18, 2013, each among the 2020 Notes Issuer, the 2020 Notes Co-Issuer, Neovia, the subsidiary guarantors party thereto, Wilmington Trust, National Association, as trustee (the "2020 Notes Trustee") and Wilmington Trust, National Association, as collateral agent (the "2020 Notes Collateral Agent").

The 2020 Notes Consent Solicitation expired at 5:00 p.m., New York City time, on November 17, 2014 (such time on such date, the "Expiration Time").  Earlier, on November 17, 2014, the Company had received the 2020 Notes Requisite Consents required to approve the Proposed Amendments.  Such 2020 Notes Consents and any 2020 Notes Consents received prior to the Expiration Time may not be revoked.

The 2020 Notes Consent Solicitation was conducted in contemplation of the proposed acquisition by Logistics Acquisition Company (UK) Limited, an entity controlled by an affiliate of Goldman, Sachs & Co. and Rhone Capital L.L.C. (collectively, together with such affiliates, the "Investors"), of all of the outstanding ownership interests of SPL Logistics Holdings, LLC, the parent company of the 2020 Notes Issuers, and all of the outstanding ownership interests of SPL II, LLC (together with certain related transactions, the "Acquisition"). However, receipt of the Requisite Consents is not necessary to complete the Acquisition. Therefore, adoption of the Proposed Amendments is not a condition to the consummation of the Acquisition. In addition, the 2020 Notes Consent Solicitation was made independently of, and is not conditioned on, the consummation of the 2018 Notes Consent Solicitation.

Under the 2020 Notes Indenture, the completion of the Acquisition would constitute a Change of Control. The anticipated Change of Control would require the 2020 Notes Issuers to make a Change of Control Offer, in the manner contemplated by the 2020 Notes Indenture, to each 2020 Notes Holder to purchase all or any part of such 2020 Notes Holder's 2020 Notes at a purchase price equal to 101% of the aggregate principal amount of Notes purchased, plus accrued and unpaid interest, if any, to the date of purchase. The 2020 Notes Issuers sought 2020 Notes Consents from the 2020 Notes Holders of the 2020 Notes to amend the 2020 Notes Indenture such that the Acquisition would not constitute a Change of Control and that, as a result, a Change of Control Offer would not be required following completion of the Acquisition and 2020 Notes Holders would not be entitled to receive any Change of Control Payment in connection with the Acquisition.

In addition, the 2020 Notes Issuers sought 2020 Notes Consents from 2020 Notes Holders to add to, amend, supplement or change certain defined terms and other provisions in the 2020 Notes Indenture related to the foregoing, including to treat certain payments to the Investors or their affiliates following the Acquisition in a similar manner to payments to the current Sponsor.

On November 17, 2014, the 2020 Notes Issuer, the 2020 Notes Co-Issuer, Neovia, the Subsidiary Guarantors, the 2020 Notes Trustee and the 2020 Notes Collateral Agent entered into the fourth supplemental indenture to the 2020 Notes Indenture (the "Fourth Supplemental Indenture") at which time it became effective. The Amendments will not become operative until the effective date of, and contemporaneously with, the consummation of the Acquisition. The 2020 Notes Issuers expect to make payment of the 2020 Notes Consent Fee on or about November 18, 2014 to 2020 Notes Holders who have validly tendered their 2020 Notes Consents and have not validly withdrawn or revoked such 2020 Notes Consents pursuant to the terms of the Consent Solicitation Statement.

Goldman, Sachs & Co. acted as the exclusive Solicitation Agent and D.F. King & Co., Inc. acted as Information Agent and Tabulation Agent in connection with the 2020 Notes Consent Solicitation.

This press release  is for informational purposes only and the 2020 Notes Consent Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement and the related Consent Form. The 2020 Notes Consent Solicitation is not being made to, and 2020 Notes Consents were not being solicited from, 2020 Notes Holders in any jurisdiction in which it is unlawful to make such 2020 Notes Consent Solicitation or grant such 2020 Notes Consents. 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Capitalized terms used but not defined herein have the meanings assigned to them in the Consent Solicitation Statement, the 2020 Notes Indenture or the Fourth Supplemental Indenture, as applicable.

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.

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.