IRVING, Texas, Jan. 10, 2017 /PRNewswire/ -- Neovia Logistics, LP ("Neovia") announced today that its direct parent, Neovia Logistics Intermediate Holdings, LP (the "Issuer"), and Neovia Logistics Intermediate Finance Corporation (the "Co-Issuer," together with the Issuer, the "Issuers") have commenced a private offer (the "Tender and Exchange Offer") to certain eligible noteholders ("Eligible Holders") of their 10.00%/10.75% Senior PIK Toggle Notes due 2018 (CUSIP Nos 64066FAA1 and U64058AA5) (the "Existing Notes"), upon the terms and subject to the conditions set forth in the Confidential Tender and Exchange Offer Statement and Consent Solicitation Statement (as it may be supplemented and amended from time to time, the "Tender and Exchange Offer and Consent Solicitation Statement") and the accompanying Consent and Letter of Transmittal (as it may be supplemented and amended from time to time, the "Consent and Letter of Transmittal"), at the election of such Eligible Holder, either:
Option 1: To purchase Existing Notes for an aggregate cash purchase price of up to $15,000,000 (the "Fixed Cash Consideration Cap") at a purchase price per $1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) as described in the Tender and Exchange Offer and Consent Solicitation Statement (the "Fixed Cash Consideration") and, to the extent the Fixed Cash Consideration Cap is exceeded, exchange any Existing Notes validly tendered (and not validly withdrawn) in excess of the amount of Existing Notes that may be purchased for Fixed Cash Consideration (the "Excess Existing Notes") for a combination of newly-issued 10.00%/10.75% Senior PIK Toggle Notes due 2020 (the "Exchange Notes") and cash, as described in the Tender and Exchange Offer and Consent Solicitation Statement (the "Exchange Consideration") (such option, "Option 1"); or
Option 2: To exchange the Existing Notes validly tendered (and not validly withdrawn) for the Exchange Consideration (such option, "Option 2").
$117,693,338 of Existing Notes are outstanding, as of January 10, 2017. This figure (i) excludes PIK interest accruing on the Existing Notes from August 15, 2016 and (ii) includes $414,300 aggregate principal amount of Existing Notes repurchased by the Issuer and not cancelled, which are considered outstanding for purposes of the Consent Solicitation but not the Minimum Tender Condition. The Issuer also has repurchased and cancelled an additional $14,025,412 aggregate principal amount of Existing Notes, which are not considered outstanding for purposes of the Consent Solicitation or the Minimum Tender Condition.
The following table sets forth the consideration payable pursuant to Option 1:
Fixed Cash Base Fixed Cash Early Fixed Cash
Consideration(1) Consideration
Consideration Cap Total Fixed Cash
Participation Consideration(3)(4)
Payment(2)
--- ---------
$15,000.000.00 $550.00 $50.00 $600.00
(1) Per $1,000 principal amount of
Existing Notes validly tendered
pursuant to Option 1 (and not
validly withdrawn) after the
Early Participation Date and at
or prior to the Expiration Date
and accepted for Fixed Cash
Consideration payment.
(2) Per $1,000 principal amount of
Existing Notes validly tendered
pursuant to Option 1 (and not
validly withdrawn) at or prior
to the Early Participation Date
and accepted for Fixed Cash
Consideration payment.
(3) Per $1,000 principal amount of
Existing Notes validly tendered
pursuant to Option 1 (and not
validly withdrawn) at or prior
to the Early Participation Date
and accepted for Fixed Cash
Consideration payment.
(4) Includes the Early Fixed Cash
Consideration Participation
Payment.
The following table sets forth the consideration payable pursuant to Option 2:
Base Exchange Early Exchange
Consideration(1) Consideration Participation
Payment(2) Total Exchange
Consideration(3)(4)
--- ------------------
$700.00 principal amount of $50.00 $700.00 principal amount of
Exchange Notes and $150.00 Exchange Notes and $200.00
in cash in cash
(1) Per $1,000 principal amount of
Existing Notes validly tendered
(and not validly withdrawn)
after the Early Participation
Date and at or prior to the
Expiration Date and accepted
for Exchange Consideration
payment.
(2) Per $1,000 principal amount of
Existing Notes validly tendered
(and not validly withdrawn) at
or prior to the Early
Participation Date and accepted
for Exchange Consideration
payment.
(3) Per $1,000 principal amount of
Existing Notes validly tendered
(and not validly withdrawn) at
or prior to the Early
Participation Date and accepted
for Exchange Consideration
payment.
(4) Includes the Early Exchange
Consideration Participation
Payment.
The Issuers are offering to exchange the Existing Notes in the Tender and Exchange Offer for the principal purpose of extending the maturity of obligations under the Existing Notes from February 1, 2018 to April 1, 2020, without any change in the interest rate applicable to the Existing Notes.
The Tender and Exchange Offer will expire at 12:00 midnight, New York City time, at the end of February 7, 2017, unless extended (such time and date, as the same may be extended, the "Expiration Date"). In order to be eligible to receive the applicable Total Consideration (as defined below) (including the applicable Early Participation Payment (as defined below)), Eligible Holders of Existing Notes must validly tender (and not validly withdraw) their Existing Notes at or prior to 5:00 p.m., New York City time, on January 24, 2017, unless extended (such time and date, as the same may be extended, the "Early Participation Date"). Eligible Holders who validly tender their Existing Notes after the Early Participation Date will be eligible to receive the applicable Base Consideration (as defined below). Existing Notes validly tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on January 24, 2017, unless extended (such time and date, as the same may be extended, the "Withdrawal Date"), but not thereafter. The Tender and Exchange Offer is subject to the satisfaction or waiver of the conditions set forth in the Tender and Exchange Offer and Consent Solicitation Statement, including the valid tender of at least 90% of the principal amount of Existing Notes outstanding as of January 10, 2017 (the "Minimum Tender Condition") and consummation of the Consent Solicitation (as defined below).
The total Fixed Cash Consideration (the "Total Fixed Cash Consideration") payable for each $1,000 principal amount of Existing Notes validly tendered pursuant to Option 1 (and not validly withdrawn) and accepted for Fixed Cash Consideration payment will be $600.00. Eligible Holders of Existing Notes validly tendered pursuant to Option 1 (and not validly withdrawn) after the Early Participation Date and at or prior to the Expiration Date and accepted for Fixed Cash Consideration payment will be eligible to receive the Base Fixed Cash Consideration (the "Base Fixed Cash Consideration"), which is equal to the Total Fixed Cash Consideration less the Early Fixed Cash Consideration Participation Payment (the "Early Fixed Cash Consideration Payment") of $50.00. Eligible Holders of Existing Notes accepted for Fixed Cash Consideration payment pursuant to Option 1 will not receive accrued and unpaid interest on those Existing Notes from the last interest payment date for such Existing Notes preceding the applicable Settlement Date to, but not including, such Settlement Date ("Accrued Interest").
If, at the Early Participation Date, the aggregate principal amount of Existing Notes validly tendered pursuant to Option 1 (and not validly withdrawn) exceeds the amount of Existing Notes that may be purchased for the Fixed Cash Consideration Cap, acceptance of Existing Notes for payment of the Fixed Cash Consideration will be subject to proration, as described in the Tender and Exchange Offer and Consent Solicitation Statement, as well as the satisfaction or waiver of the other terms and conditions of the Tender and Exchange Offer, including the Minimum Tender Condition, and any Excess Existing Notes may be accepted, subject to the satisfaction or waiver of the terms and conditions of the Tender and Exchange Offer, including the Minimum Tender Condition, in exchange for the Exchange Consideration. In such circumstances, any Existing Notes validly tendered pursuant to Option 1 (and not validly withdrawn) after the Early Participation Date will constitute Excess Existing Notes and may only receive Exchange Consideration.
If, at the Early Participation Date, the aggregate principal amount of Existing Notes validly tendered pursuant to Option 1 (and not validly withdrawn) does not exceed the amount of Existing Notes that may be purchased for the Fixed Cash Consideration Cap, all Existing Notes validly tendered pursuant to Option 1 (and not validly withdrawn) at or prior to the Early Participation Date may be accepted for Fixed Cash Consideration payment without proration and in priority to any Existing Notes tendered after the Early Participation Date, subject to the satisfaction or waiver of the terms and conditions of the Tender and Exchange Offer, including the Minimum Tender Condition. In such circumstances, any Existing Notes validly tendered pursuant to Option 1 (and not validly withdrawn) after the Early Participation Date and at or prior to the Expiration Date may be accepted for Fixed Cash Consideration payment subject to proration, as described in the Tender and Exchange Offer and Consent Solicitation Statement, as well as the satisfaction or waiver of the other terms and conditions of the Tender and Exchange Offer, including the Minimum Tender Condition. In the event that the aggregate principal amount of all Existing Notes validly tendered as of the Expiration Date exceeds the amount of Existing Notes that may be purchased for the Fixed Cash Consideration Cap, however, Existing Notes validly tendered pursuant to Option 1 (and not validly withdrawn) at or prior to the Early Participation Date will have priority for purposes of acceptance for payment of Fixed Cash Consideration over Existing Notes validly tendered pursuant to Option 1 (and not validly withdrawn) after the Early Participation Date and at or prior to the Expiration Date. Any Excess Existing Notes may be accepted in exchange for Exchange Consideration.
The total Exchange Consideration (the "Total Exchange Consideration," and each of the Total Fixed Cash Consideration and the Total Exchange Consideration, "Total Consideration") payable for each $1,000 principal amount of Excess Existing Notes tendered pursuant to Option 1 (and not validly withdrawn) and the Existing Notes tendered pursuant to Option 2 (and not validly withdrawn) at or prior to the Early Participation Date is $700.00 principal amount of Exchange Notes and $200.00 in cash. Eligible Holders of Excess Existing Notes validly tendered pursuant to Option 1 (and not validly withdrawn) and the Existing Notes tendered pursuant to Option 2 (and not validly withdrawn) after the Early Participation Date and at or prior to the Expiration Date will be eligible to receive the Base Exchange Consideration (the "Base Exchange Consideration," and each of the Base Fixed Cash Consideration and the Base Exchange Consideration, "Base Consideration"), which is equal to the Total Exchange Consideration less the Early Exchange Consideration Participation Payment (the "Early Exchange Consideration Participation Payment," and each of the Early Fixed Cash Consideration Participation Payment and the Early Exchange Consideration Participation Payment, an "Early Participation Payment") of $50.00.
In addition, Eligible Holders of Excess Existing Notes validly tendered (and not validly withdrawn) and accepted for Exchange Consideration (but not Fixed Cash Consideration) payment pursuant to Option 1 and Existing Notes validly tendered (and not validly withdrawn) pursuant to Option 2 will, on the applicable Settlement Date, also receive Accrued Interest. We previously announced that interest due on the Existing Notes for the interest period ending February 14, 2017 would be paid to holders by issuing PIK notes in a principal amount of Existing Notes equal to such interest. If a Settlement Date occurs on or before February 15, 2017, then Eligible Holders whose validly tendered (and not validly withdrawn) Existing Notes were accepted for payment of Base Exchange Consideration or Total Exchange Consideration will receive, in lieu of a PIK interest payment in Existing Notes in respect of Accrued Interest, an aggregate principal amount of Exchange Notes equal to the aggregate principal amount of Existing Notes such Eligible Holder would have received for the payment of PIK interest accrued to, but not including, such Settlement Date had such accrued PIK interest been paid in Existing Notes.
Subject to the terms and conditions described in the Tender and Exchange Offer and Consent Solicitation Statement, if the conditions to the Tender and Exchange Offer, including the Minimum Tender Condition, are satisfied or waived at the Early Participation Date, the Issuers reserve the right to accept, following the Early Participation Date and prior to the Expiration Date ("Early Acceptance Date"), Existing Notes validly tendered (and not validly withdrawn) prior to the Early Participation Date and settle the Tender and Exchange Offer for Eligible Holders of such Existing Notes on the Early Settlement Date (as defined herein). Otherwise, subject to the terms and conditions of the Tender and Exchange Offer, the Issuers will settle all tenders on the Final Settlement Date (as defined herein, and each of the Early Settlement Date and the Final Settlement Date, a "Settlement Date").
The Issuers are also soliciting consents (the "Consent Solicitation"), upon the terms and subject to the conditions set forth in the Tender Offer and Exchange Statement and the accompanying Consent and Letter of Transmittal, from all holders of the Existing Notes to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Existing Notes (the "Existing Notes Indenture"). The purpose of the Proposed Amendments is to amend the Existing Notes Indenture principally to permit certain building lease obligations and receivables sales not to be treated as indebtedness for covenant purposes. The Tender and Exchange Offer is conditioned upon the consummation of the Consent Solicitation. Holders who validly tender (and do not validly withdraw) their Existing Notes pursuant to the Tender and Exchange Offer will be deemed to have delivered their related consents to the Proposed Amendments by such tender. Holders may not deliver consents without tendering their Existing Notes, and holders may not tender their Existing Notes without delivering consents.
Available Documents and Other Details
Documents relating to the Tender and Exchange Offer and the Consent Solicitation will only be distributed to noteholders who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" 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 request instructions by sending an e-mail to Nlih@dfking.com, calling D.F. King & Co., Inc., the exchange agent and information agent for the Tender and Exchange Offer and Consent Solicitation, at (800) 967-5071 (U.S. Toll-free) or (212) 269-5550 (Collect) or visiting www.dfking.com/nlih.
The Tender and Exchange Offer and the issuance of the Exchange Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other securities laws. The Tender and Exchange Offer will only be made, and the Exchange Notes are only being offered and will only be issued, to holders of Existing Notes (i) in the United States, who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act (each, a "QIB") and (ii) outside the United States, who are persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. We refer to the holders of Existing Notes (or persons who are considering becoming holders of Existing Notes) who have certified to us that they are eligible to participate in the Tender and Exchange Offer pursuant to at least one of the foregoing conditions as "Eligible Holders." Only Eligible Holders are authorized to receive or review this Tender and Exchange Offer Statement or to participate in the Tender and Exchange Offer.
The complete terms and conditions of the Tender and Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the Tender and 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 Exchange Notes. The Tender and Exchange Offer and Consent Solicitation is only being made pursuant to the Tender and Exchange Offer and Consent Solicitation Statement and the related letter of transmittal. The Tender and Exchange Offer is not being made to holders of Existing 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 Tender and Exchange Offer and Consent Solicitation Statement related to the Tender and Exchange Offer and Consent Solicitation.
About Neovia
Neovia is a global non-asset based provider of service parts logistics, offering customized solutions to assist our clients in designing, managing and optimizing their supply chains. Neovia provides fully integrated supply chain solutions to approximately 55 large and mid-sized clients, primarily in the automotive and industrial service parts industries. Through these services, and its proprietary advanced information systems, it is able to provide our clients with tailored solutions that improve efficiency, reliability and control throughout their supply chains. Service parts logistics addresses the need for replacement aftermarket parts for automobiles, industrial machinery, infrastructure, plants and equipment. Specifically, once finished goods are produced by an original equipment manufacturer, service parts logistics helps dealers, intermediaries and end-customers acquire parts for immediate use or to replenish inventory levels.
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SOURCE Neovia Logistics, LP
