Victra Announces Cash Tender Offer for any and all outstanding 7.750% Senior Secured Notes due 2026

RALEIGH, N.C., Sept. 9, 2024 /PRNewswire/ -- Victra, the largest Verizon authorized retailer in the U.S., today announced that Victra Holdings, LLC and Victra Finance Corp. (together, the "Issuers") have commenced a tender offer (the "Tender Offer") to purchase for cash any and all of their outstanding 7.750% Senior Secured Notes due 2026 (the "Notes").

The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated September 9, 2024 (the "Offer to Purchase"), and the accompanying Notice of Guaranteed Delivery (the "Notice of Guaranteed Delivery") (as they may each be amended or supplemented from time to time, the "Tender Offer Documents"). The following table summarizes the material pricing terms of the Tender Offer.

(1) Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for payment, and excluding Accrued Interest (as defined in the Offer to Purchase). Holders will also receive in cash an amount equal to Accrued Interest on the tendered Notes to, but excluding, the Settlement Date (as defined in the Offer to Purchase).

The Tender Offer will expire at 5:00 p.m., New York City time, on September 13, 2024 (the "Expiration Time"), unless extended or earlier terminated by the Issuers in their sole discretion. Holders who validly tender and do not validly withdraw their Notes prior to the Expiration Time (or otherwise in accordance with the guaranteed delivery procedures set forth in the Tender Offer Documents), if such Notes are accepted for payment, shall receive the Total Consideration (as described below) payable for such tendered Notes. Notes tendered pursuant to the Tender Offer may be withdrawn at or prior to the Expiration Time or as otherwise required by law.

The consummation of the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including, certain financing and general conditions, in each case as described in more detail in the Offer to Purchase.

The "Total Consideration" for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be an amount equal to $1,008.75, payable in cash to holders that validly tender their Notes prior to the Expiration Time, plus accrued and unpaid interest to, but not including, the Settlement Date. The Issuers expect that the Settlement Date will be on the same date for each of (i) the accepted Notes that are validly tendered prior to the Expiration Time and (ii) the accepted Notes that are delivered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents.

All Notes purchased pursuant to the Tender Offer will be cancelled. Following the consummation of the Tender Offer, on or around the Settlement Date, the Issuers expect to satisfy and discharge the indenture governing the Notes (the "Indenture") with respect to any Notes that were not validly tendered (or validly withdrawn) in connection with the Tender Offer and remain outstanding thereafter (the "Non-Tendered Notes") by depositing with the trustee under the Indenture an amount sufficient to redeem such Notes on February 15, 2025 at the then-applicable redemption price of 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, to, but excluding, the redemption date (the "Redemption Price"), in accordance with the terms of the Indenture. In connection with such satisfaction and discharge of the Indenture, the Issuers expect to deliver a notice of redemption on the Settlement Date to redeem all of the outstanding Non-Tendered Notes on February 15, 2025 at the Redemption Price.

The complete terms and conditions of the Tender Offer are set forth in the Tender Offer Documents. Holders are urged to read the Tender Offer Documents carefully before a decision is made with respect to the Tender Offer.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. 

BofA Securities and Truist Securities, Inc. are acting as dealer managers (the "Dealer Managers") in the Tender Offer. Global Bondholder Services Corporation has been retained to serve as both the tender and the information agent (the "Tender and Information Agent") for the Tender Offer. Questions regarding the Tender Offer should be directed to the Dealer Managers at (i) (646) 743-2120 (collect), in the case of BofA Securities or (ii) (404) 926-5262 (collect), in the case of Truist Securities, Inc. Holders may obtain copies of the Offer to Purchase, the Notice of Guaranteed Delivery and other related materials through the following website: https://www.gbsc-usa.com/victra. Any questions on how to obtain such materials should be directed to the Tender and Information Agent at [email protected], (855) 654-2014 (U.S. Toll-Free) or (212) 430-3774 (Banks and Brokers).

None of the Issuers, the trustee under the indenture governing the Notes, the Tender and Information Agent or the Dealer Managers makes any recommendation as to whether or not holders should tender their Notes pursuant to the Tender Offer and if tendering, the amount of Notes to tender. The Tender Offer is made only pursuant to the Tender Offer Documents. The Tender Offer is not being made to holders of 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. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Issuers by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Forward Looking Statements     

This press release contains forward-looking statements concerning, among other things, the consummation of the Tender Offer and the satisfaction of the conditions related thereto. These forward-looking statements are also generally identified by the words "intends", "believe," "project," "expect," "anticipate," "estimate," "outlook," "budget," "intend," "strategy," "plan," "guidance," "may," "should," "could," "will," "would," "will be," "will continue," "will likely result," and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are based upon the current beliefs of the Issuers' management and are subject to significant risks, assumptions, and uncertainties. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in these forward-looking statements. Such risks include, but are not limited to, the Issuers' ability to successfully consummate the Tender Offer in accordance with its terms, including the satisfaction or waiver of the conditions thereto, such as the financing condition. Readers are cautioned that forward-looking statements are only predictions and may differ materially from actual future events or results. The Issuers undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.

About Victra

Victra, headquartered in Raleigh, N.C., operates as the largest exclusive authorized agent for Verizon Wireless, the nation's best performing wireless network. Victra has approximately 1,450 Verizon-branded retail stores and kiosks across 49 states, offering a comprehensive mix of wireless devices including smartphones, feature phones, tablets, mobile broadband, and wearables; as well as a broad range of accessories and device insurance coverage.

Media Contact

Liz Martin-Quinn

[email protected]

SOURCE Victra