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FXI Holdings Inc. - Exchange and Consent Offer - Launch

FXI Commences Exchange Offer and Consent Solicitation for its 7.875% Senior Secured Notes due 2024


03 APRIL 2023


Full announcement including disclosures and disclaimers, available via prnewswire


"RADNOR, Pa., April 3, 2023 /PRNewswire/ -- FXI Holdings, Inc. (the "Company") announced today the commencement of (i) an offer (the "Exchange Offer") to all Eligible Holders (as defined below) of its 7.875% Senior Secured Notes due 2024 (the "Existing 2024 Notes") to exchange any and all of the $504,746,000 in aggregate principal amount of outstanding Existing 2024 Notes for a combination of newly issued 12.250% Senior Secured Notes due 2026 (the "New 2026 Notes") and cash and (ii) a related consent solicitation (the "Consent Solicitation") whereby the Company is soliciting, and holders of Existing 2024 Notes who tender pursuant to the Exchange Offer are required to deliver, consents to amend the indenture governing the Existing 2024 Notes (the "Existing 2024 Notes Indenture") to, among other things, eliminate substantially all of the restrictive covenants, certain of the default provisions and certain other provisions contained in the Existing 2024 Notes Indenture (the "Proposed Amendments") and to release all of the collateral securing the Existing 2024 Notes (the "Collateral Release"). The Company must receive consents from holders representing (i) the majority of the aggregate principal amount of Existing 2024 Notes outstanding to adopt the Proposed Amendments and (ii) 662/3% in aggregate principal amount of Existing 2024 Notes outstanding to adopt the Collateral Release.


The Company and the guarantors of the Existing 2024 Notes have entered into a transaction support agreement, dated as of March 13, 2023 (the "Transaction Support Agreement"), with holders of approximately $394.9 million in aggregate principal amount of Existing 2024 Notes, representing approximately 78.2% of the aggregate principal amount of Existing 2024 Notes outstanding (collectively, the "Support Parties"), pursuant to which the Support Parties have agreed, subject to the terms and conditions of the Transaction Support Agreement, to, among other things, validly tender (and not validly withdraw) all outstanding Existing 2024 Notes held by each such Support Party and deliver the related consents to the Proposed Amendments and Collateral Release in the Consent Solicitation. Accordingly, the Company expects that holders of at least 78.2% of the aggregate principal amount of Existing 2024 Notes outstanding will tender their Existing 2024 Notes and deliver their consents to the Proposed Amendments and Collateral Release. In addition to the applicable Settlement Consideration (as defined below), the Company has agreed to pay each Support Party a fee (the "Support Party Fee") as consideration for their commitments.


In connection with the Exchange Offer and the Consent Solicitation, and pursuant to the Transaction Support Agreement, certain indirect shareholders of the Company will arrange an investment in the capital stock of an indirect parent of the Company in an aggregate amount of $50.0 million of cash consideration, which will, through a series of transactions, ultimately be contributed to the Company as common equity (the "Equity Investment" and, together with the Exchange Offer, the Consent Solicitation and the payment of the related fees and expenses, including the cash portion of the applicable Settlement Consideration as well as the Support Party Fee, the "Refinancing Transactions")."


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