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Foundry JV Holdco LLC - Consent Solicitation 2024 (US) - Results

Foundry JV Holdco LLC Announces Successful Completion of Consent Solicitation

08 APRIL 2024


Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Foundry JV Holdco LLC


"HOUSTON, April 8, 2024 /PRNewswire/ -- Foundry JV Holdco LLC (the "Company"), a Delaware limited liability company, today announced that it has successfully completed the previously announced consent solicitation (the "Consent Solicitation") in connection with its outstanding 5.875% Senior Secured Notes due 2034 (the "Notes") for amendments (the "Proposed Amendments") to the indenture, dated as of May 19, 2023 (as supplemented through the date hereof, the "Indenture"), between the Company and Wilmington Trust, National Association, as trustee, under which the Notes are governed.


In connection with the Consent Solicitation, the Company has received the consents of holders of more than 50% of the aggregate principal amount of the Notes outstanding (excluding any Notes held by the Company or its affiliates). The Consent Solicitation expired today, April 8, 2024, at 5:00 p.m., New York City time (the "Expiration Time"). Accordingly, the Company executed (i) an amendment to that certain Note Purchase Agreement, dated as of April 27, 2023 (the "NPA Amendment") and (ii) the second supplemental indenture to the Indenture. The proposed amendments sought in the NPA Amendment were substantially similar to the Proposed Amendments, and holders of the notes subject to the NPA Amendment will receive the same consideration as the Consent Fee described herein.


The second supplemental indenture to the Indenture became effective upon its execution. The Proposed Amendments will become operative upon the cash payment by the Company of $1.00 per $1,000 in principal amount of Notes (the "Consent Fee") for which consents were delivered prior to the Expiration Time and accepted by the Company. The Consent Fee is expected to be paid on or about April 10, 2024."


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Foundry JV Holdco LLC Announces Launch of Consent Solicitation to Holders of its Senior Secured Notes Due 2034

02 APRIL 2024


Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Foundry JV Holdco LLC


HOUSTON, April 2, 2024 /PRNewswire/ -- Foundry JV Holdco LLC (the "Company"), a Delaware limited liability company, today announced that it has commenced a consent solicitation (the "Consent Solicitation") in connection with its outstanding 5.875% Senior Secured Notes due 2034 (the "Notes") for amendments (the "Proposed Amendments") to the indenture dated as of May 19, 2023 (as supplemented through the date hereof, the "Indenture"), between the Company and Wilmington Trust, National Association, as trustee, under which the Notes are governed.

AMENDMENT & CONSENT


The Company is pursuing the Consent Solicitation to adopt the Proposed Amendments to certain terms and provisions in the Indenture. The terms and conditions of the Consent Solicitation are set forth in a Consent Solicitation Statement, dated as of the date hereof (the "Statement"). The Proposed Amendments would amend the definition of Permitted Investment, and specifically extend the allowed maturity of certain types of permitted investments. Defined terms used and not defined herein have the meanings set forth in the Indenture.


The Consent Solicitation will expire at 5:00 p.m., New York City time, on April 8, 2024, or such later time and date to which the Consent Solicitation is extended (the "Expiration Time"). Consents with respect to the Proposed Amendments may not be revoked after the consent date, which is the earlier of (i) the date on which a supplemental indenture to the Indenture setting forth the Proposed Amendments is executed and (ii) the Expiration Time. Subject to the terms and conditions of the Consent Solicitation, the Company is offering each holder of the Notes (each a "Holder") that consents to the Proposed Amendments prior to the Expiration Time and whose consent the Company accepts (each such Holder, a "Consenting Holder") consideration equal to $1.00 per $1,000 in principal amount of Notes held by such Consenting Holder (the "Consent Fee")."


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