North Atlantic Trading Company Announces Closing Of Tender Offers And Other Refinancing Transactions

LOUISVILLE, Ky., Jan. 14, 2014 /PRNewswire/ -- North Atlantic Trading Company, Inc. (the "Company") today announced that it settled its previously announced cash tender offers to purchase any and all of its $205,000,000 outstanding principal amount of 11.5% Senior Secured Second Lien Notes due 2016 (the "Second Lien Notes") and $86,528,000 outstanding principal amount of 19% Senior Secured Third Lien Notes due 2017 (the "Third Lien Notes" and, together with the Second Lien Notes, the "Notes") on January 13, 2014 and that it has provided notice for the redemption of all remaining outstanding Notes. The Company also announced that it has entered into a new (i) $170 million First Lien Term Loan Credit Agreement (the "First Lien Credit Agreement"), (ii) $80 million Second Lien Term Loan Credit Agreement (the "Second Lien Credit Agreement") and (iii) $40 million ABL Credit Agreement (the "ABL Credit Agreement"), the proceeds of which were used to terminate the Company's existing revolving credit facility, fund the purchase of Notes pursuant to the tender offers and the subsequent redemption of the Notes and pay associated fees and expenses in connection with the aforementioned transactions.

Pursuant to the terms of the previously disclosed cash tender offers and consent solicitations relating to the Notes, the Company has accepted for payment and purchased approximately $168.8 million in aggregate principal amount of Second Lien Notes, or 82.3% of the principal amount outstanding, and $84.9 million in aggregate principal amount of Third Lien Notes, or 98.1% of the principal amount outstanding, that were validly tendered prior to 5:00 p.m., New York City time, on December 11, 2013 (the "Early Consent Deadline"). Holders who tendered such Notes received $1,094.44 per $1,000 principal amount of Second Lien Notes tendered and $1,156.86 per $1,000 principal amount of Third Lien Notes tendered, plus accrued and unpaid interest. No Notes have been tendered since the Early Consent Deadline.

The consents received in the consent solicitations exceeded the number needed to approve the proposed amendments to each of the indentures under which the Notes were issued. The terms of the tender offers and consent solicitations for the Notes are detailed in the Company's Offer to Purchase and Consent Solicitation Statement, dated November 27, 2013. Based on the consents received, the Company, the trustee and the collateral agent under the indentures governing the Notes entered into a supplemental indenture to each indenture that eliminates substantially all affirmative and restrictive covenants and certain events of default and provides for a shorter five business day notice period required in connection with an optional redemption.

In addition, the Company discharged its remaining obligations under the indentures governing the Notes by causing a notice of redemption to be delivered to holders of the remaining outstanding Notes and depositing funds sufficient to pay and discharge all remaining indebtedness on the remaining outstanding Notes on the redemption date of January 18, 2014 (the "Redemption Date"). The redemption price for the Second Lien Notes is equal to $1,086.25 per $1,000 principal amount thereof, plus accrued and unpaid interest to, but not including, the Redemption Date. The redemption price for the Third Lien Notes is equal to $1,142.50 per $1,000 principal amount thereof, plus accrued and unpaid interest to, but not including, the Redemption Date.

Questions regarding the tender offers and consent solicitations may be directed to North Atlantic Trading Company, Inc., 5201 Interchange Way, Louisville, Kentucky, Attention: Chief Financial Officer, or by calling: 1-508-778-4421. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance.

This press release is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to any Notes or other securities, nor shall there be any purchase of Notes or solicitation of consents in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. 

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Statements in this release that are not historical facts are forward-looking statements involving risks and/or uncertainties.  The Company has based forward-looking statements on management's current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, statements regarding the use of proceeds from the transactions. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include effects of substantial and increasing regulation and the cost of compliance or failure to comply with such regulations, competition in the tobacco industry, the development, production and commercialization of competitive new products and technologies and strict limitations on advertising and marketing of tobacco products. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law.

SOURCE North Atlantic Trading Company, Inc.