SHERMAN OAKS, Calif., Feb. 8, 2016 /PRNewswire/ -- Prospect Holding Company, LLC, a Delaware limited liability company (the "Company"), announced today that the Company and Prospect Holding Finance Company (the "Co-Issuer") commenced a cash tender offer (the "Offer") for their outstanding 10.25% Senior Notes due 2018 (CUSIP numbers 74349CAA6 and U7432GAA2) (the "Notes") for a maximum aggregate purchase price (excluding accrued and unpaid interest) of up to $53,000,000. The Total Consideration (as defined below) offered for the Notes purchased in the Offer will be in the range of $600 to $630 per $1,000 principal amount of the Notes, including the Early Tender Payment (as defined below) of $30 per $1,000 principal amount of Notes payable only to holders validly tendering and not validly withdrawing their Notes on or prior to the Early Participation Date (as defined below).
Upon the terms and subject to the conditions of the Offer, Notes validly tendered and not validly withdrawn will be accepted for payment pursuant to, and at a price determined by means of a modified "Dutch auction" process. Registered holders of Notes ("Holders") wishing to tender their Notes must specify the price at which such Holders are willing to sell the Notes to the Company, which price may not be less than $570 or greater than $600 per $1,000 principal amount of Notes (such price to be expressed in dollars in increments of $5 per $1,000 in such range). Holders tendering their Notes without specifying a price at which such Holders are willing to sell their Notes will be deemed to have tendered their Notes at $570.
Under the auction procedure, the Company will select the single lowest price per $1,000 principal amount of Notes (the "Tender Offer Consideration") based on valid tenders submitted (and not validly withdrawn) at or prior to the Expiration Time (as defined below) to enable the Company to purchase Notes for a maximum aggregate purchase price (excluding accrued and unpaid interest) of up to $53,000,000 (or, if Notes having an aggregate purchase price of $53,000,000 or less (excluding accrued and unpaid interest) are validly tendered (and not validly withdrawn), all Notes so tendered). Under the Offer, the Company will pay the same Tender Offer Consideration for all Notes accepted for purchase that were validly tendered (and not validly withdrawn) at or below the clearing price, upon the terms and subject to the conditions of the Offer, including the proration terms thereof.
In addition, the Company is offering to pay, in respect of Notes accepted for purchase pursuant to the Offer that were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on Monday, February 22, 2016 (the "Early Participation Date"), an early participation payment of $30 per $1,000 principal amount of Notes (the "Early Tender Payment"). The total consideration that the Company may pay is the sum of the Tender Offer Consideration and the Early Tender Payment (the "Total Consideration"). Only Notes validly tendered (and not validly withdrawn) at or prior to the Early Participation Date will be eligible to receive the Total Consideration. The Company will also pay all accrued and unpaid interest on the Notes tendered and accepted pursuant to this Offer up to, but not including, the Settlement Date (as defined below).
In the event that the Notes validly tendered pursuant to the Offer at or prior to the Expiration Time (and not validly withdrawn) at or below the clearing price would have an aggregate purchase price of more than $53,000,000 (excluding accrued and unpaid interest), subject to the terms and conditions of such Offer, the Company will accept for purchase all Notes validly tendered at or prior to the Early Participation Date at prices below the clearing price (and not validly withdrawn), with certain other Notes tendered at prices at or below the clearing price to be purchased subject to the proration arrangements described in the Offer to Purchase dated February 8, 2016 (the "Offer to Purchase"), up to Notes having an aggregate purchase price of $53,000,000 (excluding accrued and unpaid interest).
The tender offer will expire at midnight, New York City time, on Monday, March 7, 2016, unless extended or earlier terminated (the "Expiration Time"). To be eligible to receive the Total Consideration, including the Early Tender Payment, Holders of Notes must validly tender and not validly withdraw the Notes prior to the Early Participation Date. The Company will pay the Tender Offer Consideration, any Early Tender Payment and all accrued and unpaid interest on the Notes tendered and accepted pursuant to this Offer up to, but not including, the Settlement Date, in same-day funds promptly after the Expiration Time (the "Settlement Date"), which is expected to be on or about Tuesday, March 8, 2016. The Company expects to finance the Offer with substantially all of the net proceeds then available from the sale of substantially all of its mortgage servicing rights pursuant to the Servicing Rights Purchase And Sale Agreement dated January 28, 2016, between Prospect Mortgage, LLC and a third party purchaser to pay for the Notes.
The complete terms and conditions of the Offer are set forth in the Offer to Purchase and the related Letter of Transmittal. Holders are urged to read the Offer documents carefully before taking any action with respect to the Offer.
The Company has engaged Houlihan Lokey Capital, Inc. to act as Dealer Manager and D. F. King & Co., Inc. to act as Information Agent and Tender Agent for the Offer. Questions regarding the Offer may be directed to Houlihan Lokey Capital, Inc. at (212) 497-7864. Requests for documents relating to the Offer may be directed to D. F. King & Co., Inc. at (212) 269-5550 or by email at [email protected].
This press release is for informational purposes only and the Offer is only being made pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. The Offer is not being made to Holders of Notes in any jurisdiction in which it is unlawful to make such Offer. None of the Company, the Co-Issuer, the Guarantors, the Trustee, the Dealer Manager or the Information Agent and Tender Agent makes any recommendation as to whether or not Holders should tender their Notes. Each Holder must make its own decision as to whether or not to tender Notes.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Certain statements contained within this press release constitute statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements." These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "estimates," "seeks," "projects," "intends," "plans," "may," "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with these forward-looking statements, those results or developments may not be indicative of results or developments in subsequent periods.
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SOURCE Prospect Holding Company, LLC
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