Opal Acquisition, Inc. Announces Results to Date of Exchange Offer and Consent Solicitation
JACKSONVILLE, Fla., July 11, 2017 /PRNewswire/ -- Opal Acquisition, Inc. ("One Call" or the "Company") today announced the interim results of the offer to exchange all $264,059,000 of its outstanding principal amount of 8.875% Senior Notes due 2021 (the "Unsecured Notes") for newly issued 7.500% Senior Secured First Lien Notes due 2024 (the "First Lien Notes") and 10.000% Senior Secured Second Lien Notes due 2024 (the "Second Lien Notes" and, together with the First Lien Notes, the "Secured Notes"), upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated June 26, 2017 (the "Exchange Offer").
As of 5:00 p.m., New York City time, on July 10, 2017 (the "Early Tender Time"), a total of $258,259,000 principal amount of Unsecured Notes had been tendered in the Exchange Offer, representing 97.8% of the outstanding Unsecured Notes. Accordingly, One Call has received consents sufficient to approve the proposed amendments (the "Proposed Amendments") to the indenture governing the Unsecured Notes (the "Consent Solicitation"), and One Call and the trustee for the Unsecured Notes have entered into a supplemental indenture containing such Proposed Amendments.
The Proposed Amendments will become operative upon initial settlement of the Exchange Offer, which is expected to occur today, July 11, 2017. Eligible Holders who validly tendered their Unsecured Notes prior to the Early Tender Time and whose Unsecured Notes are accepted for exchange today will receive Secured Notes, along with accrued and unpaid interest in cash from the last interest payment date to, but not including, today.
The Exchange Offer remains open until 11:59 p.m., New York City time, on July 24, 2017 (the "Expiration Time"). The withdrawal deadline has passed and holders no longer have right to withdraw any Unsecured Notes previously tendered or any Unsecured Notes tendered through the Expiration Time, or revoke any consent delivered in respect of such tendered Unsecured Notes. For any Unsecured Notes tendered after the Early Tender Time and prior to the Expiration Time and accepted for exchange, eligible holders will receive $950 in principal amount of Second Lien Notes per $1,000 principal amount of Unsecured Notes, along with accrued and unpaid interest in cash from the last interest payment date to, but not including, the final settlement date for the Exchange Offer, which is expected to occur promptly after the Expiration Time.
Available Documents and Other Details
Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to eligible holders of Unsecured Notes who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" as defined 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 either visit the website for this purpose at http://main.dfking.com/opal/ or request instructions by sending an e-mail to [email protected] or calling D. F. King & Co., Inc., the information and exchange agent for the Exchange Offer and Consent Solicitation, at (800) 709-3328 (U.S. Toll-free) or (212) 269-5552 (Collect).
The Secured Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws and, unless so registered, the SecuredNotes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the Secured Notes are being offered and issued only (i) to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii) to non-"U.S. persons" who are outside the United States (as defined in Regulation S under the Securities Act). Non U.S.-persons may also be subject to additional eligibility criteria.
The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the 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 Unsecured Notes or the Secured Notes. The Exchange Offer and Consent Solicitation is only being made pursuant to the Confidential Offering Memorandum and Consent Solicitation Statement and the related letter of transmittal. The Exchange Offer is not being made to holders of Unsecured 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 Confidential Offering Memorandum and Consent Solicitation Statement related to the Exchange Offer and Consent Solicitation.
About One Call Care Management
One Call is the nation's leading provider of specialized solutions to the workers' compensation industry. One Call has six locations across the United States with its corporate headquarters located in Jacksonville, Florida. One Call's solutions enable faster, more efficient and more cost-effective claims resolution with a focus on injured workers' needs across the continuum of care. One Call provides reliable, consistent connections to care with expertise in high-end diagnostics, physical therapy and transportation services, post-discharge home care and durable medical equipment, dental and doctor specialty services, complex care management, and the language services required for today's multicultural workforce.
SOURCE Opal Acquisition, Inc.
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