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FXI Holdings Inc. - Exchange and Consent Offer - Results

FXI Announces Expiration and Final Results of Previously Announced Exchange Offer and Consent Solicitation for its 7.875% Senior Secured Notes due 2024


01 MAY 2023


Full announcement including disclosures and disclaimers, available via prnewswire



"The Exchange Offer and Consent Solicitation expired at 11:59 p.m., New York City time, on April 28, 2023 (the "Expiration Date"). As of the Expiration Date, $500,202,000 in aggregate principal amount of Existing 2024 Notes, representing approximately 99.10% of the aggregate principal amount of Existing 2024 Notes outstanding, have been validly tendered (and not validly withdrawn) and accepted by the Company for exchange.


The Exchange Offer and Consent Solicitation were made pursuant to the terms and subject to the satisfaction or waiver of certain conditions set forth in the offering memorandum and consent solicitation statement (the "Offering Memorandum"), dated April 3, 2023. As of the Expiration Date, all conditions to the Exchange Offer and Consent Solicitation were satisfied or waived. Upon settlement of the Exchange Offer and Consent Solicitation, which is currently expected to occur on May 1, 2023 (the "Settlement Date"), (i) Eligible Holders (as defined below) who validly tendered (and did not validly withdraw) their Existing 2024 Notes and delivered their related consents at or prior to 5:00 p.m., New York City time, on April 17, 2023 (the "Early Tender Date"), will receive $940 in aggregate principal amount of New 2026 Notes and $100 in cash, including a consent fee of $40 in cash (the "Consent Fee"), for each $1,000 in aggregate principal amount of Existing 2024 Notes tendered for exchange (the "Total Consideration"), and (ii) Eligible Holders who validly tendered (and did not validly withdraw) Existing 2024 Notes and delivered their related consents after the Early Tender Date and at or prior to the Expiration Date will not receive the Consent Fee and will only receive $940 in aggregate principal amount of New 2026 Notes and $60 in cash for each $1,000 in aggregate principal amount of Existing 2024 Notes tendered for exchange (together with the Total Consideration, as applicable, the "Settlement Consideration"). Eligible Holders who validly tendered (and did not validly withdraw) their Existing 2024 Notes will also receive accrued and unpaid interest in cash on their Existing 2024 Notes accepted in the Exchange Offer from the applicable latest interest payment date to, but not including, the Settlement Date. Interest on the New 2026 Notes will accrue from the date of first issuance of the New 2026 Notes.


In addition, as previously disclosed, the Company received consents in the Consent Solicitation sufficient to approve the Proposed Amendments and the Collateral Release. As a result, the Company, the guarantors under the Existing 2024 Notes Indenture, and the trustee and collateral agent under the Existing 2024 Notes Indenture entered into a supplemental indenture on April 17, 2023 to give effect to the Proposed Amendments and the Collateral Release, which will become operative on the Settlement Date.


The Exchange Offer and Consent Solicitation were made, and the New 2026 Notes were offered and will be issued, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder and are not being registered under any state or foreign securities laws. The New 2026 Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer and Consent Solicitation were only made, and the New 2026 Notes were only offered and will only be issued, to holders of Existing 2024 Notes who are (a) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act, (b) institutional accredited investors, as defined in SEC Rule 501(a)(1), (2), (3) or (7), or (c) not "U.S. persons," as defined in Rule 902 under the Securities Act and are in compliance with Regulation S under the Securities Act (such holders, the "Eligible Holders"), and only Eligible Holders who completed and returned the eligibility letter were authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer and Consent Solicitation."

 

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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