NuCO2 Announces Consent Solicitation

Sep 12, 2011, 13:27 ET from NuCO2 Inc.

STUART, Fla., Sept. 12, 2011 /PRNewswire/ -- NuCO2 Inc. today announced that its principal operating subsidiaries, NuCO2 Funding LLC, NuCO2 LLC, NuCO2 Supply LLC, and NuCO2 IP LLC (collectively, the "Co-Issuers"), are soliciting consents from the holders of their outstanding 7.25% Fixed Rate Series 2008-1 Senior Notes, Class A-1, Series 2008-1 Variable Funding Senior Rate Notes, Class A-2, Series 2008-1 Variable Funding Senior Rate Notes, Class A-3, and 7.628% Fixed Rate Series 2010-1 Senior Notes, Class A-1 (collectively, the "Notes") to certain proposed amendments (the "proposed amendments") to the base indenture dated as of May 28, 2008 among the Co-Issuers and U.S. Bank National Association, as trustee, administrative agent and securities intermediary, as amended, under which the Notes were issued, and the Series 2008-1 Supplement dated as of May 28, 2008 among the Co-Issuers and U.S. Bank National Association, as amended.

The proposed amendments, in material part, would remove the requirement that the Co-Issuers obtain a "rating agency confirmation letter" or satisfy the "rating agency condition" for the 9.75% Fixed Rate Series 2008-1 Subordinated Notes and any future series of subordinated notes unless otherwise provided for by the terms of such future series of subordinated notes.  Approval of the proposed amendments requires the consent of the holders of a majority in principal amount of the outstanding Notes.  The consent solicitation will expire at 5:00 p.m., New York City time, on September 26, 2011, unless extended by the Co-Issuers.  To the extent the consent solicitation is successful, eligible noteholders that validly consent to the proposed amendments at or prior to the expiration date will be paid a consent fee of $2.50 per $1,000 principal amount of Notes.  

The terms and conditions of the consent solicitation are described in the Consent Solicitation Statement dated September 12, 2011 and the related form of consent.  Subject to applicable law, prior to execution of the proposed amendments, the Co-Issuers may terminate, extend or amend, modify or waive the terms of the consent solicitation. Goldman, Sachs & Co. will act as Solicitation Agent for the consent solicitation.  Goldman, Sachs & Co.'s phone number is (800) 828-3182.  Global Bondholder Services Corporation will act as Information Agent and Tabulation Agent for the consent solicitation. Global Bondholder Services Corporation's phone number is (866) 470-4500.

In the near term following the commencement of the consent solicitation, the Co-Issuers expect to offer a new series of Fixed Rate Senior Notes (the "Series 2011-1 Senior Notes") in aggregate principal amount of $50,000,000. If issued on or prior to the settlement of the consent solicitation, the terms of Series 2011-1 Senior Notes will provide for the irrevocable consent of the holders to the proposed amendments. In addition to agreements already reached with the beneficial owners of the Notes as of September 12, this would result in the Co-Issuer's having consent to the proposed amendments from the beneficial owners of 33.6% of the aggregate principal amount of the Notes, adjusted for the Series 2011-1 Senior Notes.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security.  This announcement is also not a solicitation of consents to the proposed amendments.

About NuCO2

NuCO2 is a national provider of fountain and draught beer beverage carbonation solutions to the restaurant and hospitality industry.  NuCO2 serves chain restaurants, independent restaurants, convenience stores, theme parks and sports/entertainment venues by delivering reliable, economical and convenient beverage-grade carbon-dioxide and nitrogen gas solutions. Headquartered in Stuart, Florida, NuCO2 employs more than 880 individuals in its 144 locations across the United States.

Forward-Looking Statements

Certain statements contained in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press release that are not historical facts, including statements about our beliefs and expectations, constitute forward-looking statements.  These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors.  Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Peter Green
NuCO2 Inc.
2800 SE Market Place
Stuart, Florida 34997
(772) 781-3503