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WernerCo - Exchange Offer and Consent Solicitation - Launch

WernerCo Announces Commencement of Exchange Offer for Outstanding 8.750% Senior Notes due 2025 and Consent Solicitation


23 MAY 2023


Full announcement available via Prnewswire


ITASCA, Ill., May 23, 2023 /PRNewswire/ -- WernerCo today announced that its subsidiaries Werner FinCo LP (the "LP Co–Issuer") and Werner FinCo, Inc. (the "Corporate Co-Issuer" and, together with the LP Co-Issuer, the "Issuers") have commenced an offer to exchange (the "Exchange Offer") any and all of the Issuers' outstanding 8.750% Senior Notes due 2025 (the "Old Notes") for new Junior Lien Senior Secured Notes due 2028 (the "Exchange Notes" and the issuance thereof, the "Exchange Notes Issuance") to be issued by the Issuers and guaranteed by the Guarantors, as described in further detail below. Substantially concurrent with this Exchange Offer, the Issuers are (i) seeking to raise $400.0 million of new senior secured first lien debt in a separate transaction (the "First Lien Financing") and (ii) seeking to consummate Amendment No. 2 to the Amended and Restated ABL Credit Agreement, dated as of October 4, 2021 (as amended by Amendment No. 1, dated as of June 29, 2022 and as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time). The Exchange Notes will bear interest at a rate to be determined based on the pricing of the First Lien Financing, which the Issuers expect to announce promptly upon its determination, but in no event later than the Withdrawal Deadline (as defined below).


In addition, the Issuers are soliciting consents ("Consents") from Eligible Holders (as defined below) of the Old Notes to adopt certain proposed amendments (the "Proposed Amendments") to the indenture governing the Old Notes, dated as of July 10, 2017 (as amended or supplemented from time to time, the "Old Notes Indenture"), to eliminate substantially all of the restrictive covenants contained in the Old Notes Indenture and the Old Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations and eliminate certain other provisions, including the covenants in connection with change of control, transactions with affiliates, asset sales, liens and certain provisions and other covenants (the "Proposed Amendments"), in each case upon the terms and subject to the conditions, including the Requisite Consents Condition, the First Lien Financing Condition, the Minimum Participation Condition and the ABL Amendment Condition (each, as defined in the Exchange Offering Memorandum), set forth in the confidential offering memorandum and consent solicitation statement, dated May 23, 2023 (the "Exchange Offering Memorandum"). The solicitation of Consents is referred to herein as the "Consent Solicitation".


Certain holders representing approximately 81% of the aggregate principal amount of the Old Notes have entered into a support agreement (the "Support Agreement") whereby they have agreed, subject to certain conditions, to tender their Old Notes in the Exchange Offer and provide their consent to support the Proposed Amendments in the Consent Solicitation. Therefore, the Company received advance commitments from a sufficient number of holders of Old Notes for the adoption of the Proposed Amendments, assuming the consummation of the Exchange Offer and the Consent Solicitation.


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The following table sets forth the Early Exchange Consideration and Late Exchange Consideration to be offered to Eligible Holders of the Old Notes in the Exchange Offers:"



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"The Exchange Notes will bear interest at a rate to be determined based on the pricing of the First Lien Financing.


Eligible Holders may not tender their Old Notes pursuant to the Exchange Offer without delivering a Consent with respect to such series of Old Notes tendered pursuant to the related Consent Solicitation, and Eligible Holders may not deliver a Consent pursuant to the related Consent Solicitation without tendering the related Old Notes pursuant to the related Exchange Offer.


The consummation of each of the Exchange Offer, the Consent Solicitation and the Exchange Notes Issuance is subject to, and conditioned upon the satisfaction or waiver by the Issuers of, the Minimum Participation Condition, the Requisite Consents Condition, the First Lien Financing Condition, the ABL Amendment Condition and the General Conditions (each as defined in the Exchange Offering Memorandum). Subject to applicable law, the Issuers may amend, extend, terminate or withdraw the Exchange Offer and/or Consent Solicitation without amending, extending, terminating or withdrawing the other, at any time and for any reason, including if any of the conditions set forth under "Conditions of the Exchange Offer and Consent Solicitation" in the Exchange Offering Memorandum with respect to the Exchange Offer is not satisfied as determined by the Issuers in their sole discretion."


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