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WernerCo - Exchange Offer and Consent Solicitation - Results

WernerCo Announces Satisfaction of the Requisite Consents Condition and Extension of the Payment of the Early Exchange Consideration


07 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire (Source: WernerCo)



"ITASCA, Ill., June 7, 2023 /PRNewswire/ -- WernerCo today announced the satisfaction of the Requisite Consents Condition (as defined below) and the extension of the payment of the Early Exchange Consideration (as defined below) of the previously announced offer to exchange (the "Exchange Offer") by 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") of any and all of the Issuers' outstanding 8.750% Senior Notes due 2025 (the "Old Notes") for new Junior Lien Secured Notes due 2028 at a coupon of 14.500% on or prior to July 15, 2025 and 16.500% after July 15, 2025 (the "Exchange Notes" and the issuance thereof, the "Exchange Notes Issuance") to be issued by the Issuers and guaranteed by the Guarantors, as set forth in, and subject to the terms and conditions of, confidential offering memorandum and consent solicitation statement, dated May 23, 2023 (as supplemented or otherwise modified from time to time the "Exchange Offering Memorandum").

As of 5:00 p.m., New York City time, on June 6, 2023, the Issuers received the requisite number of consents in the concurrent consent solicitation ("Consents") from Eligible Holders 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). The solicitation of Consents is referred to herein as the "Consent Solicitation".

The Exchange Offer and the related Consent Solicitation will expire at 5:00 p.m., New York City time, on June 22, 2023, unless extended (such time and date as it may be extended, the "Expiration Date"), or earlier terminated. The Company is extending the payment of the Early Exchange Consideration to all Old Notes that are validly tendered on or before the Expiration Date. Subject to the conditions, including the Minimum Participation Condition, the First Lien Financing Condition and the ABL Amendment Condition, included in the Exchange Offering Memorandum and the tender acceptance procedures described therein, for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for exchange, Eligible Holders of Old Notes will be eligible to receive $1,000 principal amount of Exchange Notes (the "Early Exchange Consideration"). Rights to withdraw tendered Old Notes and revoke consents terminated at 5:00 P.M. New York City time on June 6, 2023. Old Notes tendered pursuant to the Exchange Offer may no longer be withdrawn, except as required by law. No additional consideration will be paid for Consents."


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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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