Flexi-Van Leasing, Inc. Announces Exchange Offer And Consent Solicitation Relating To 10.00% Senior Secured Second Lien Notes Due 2023

KENILWORTH, N.J., July 1, 2019 /PRNewswire/ -- Flexi-Van Leasing, Inc. (the "Company") today announced the commencement of an offer (the "Exchange Offer") to exchange any and all of its existing 10.00% Senior Secured Second Lien Notes due 2023, of which there are currently $300 million aggregate principal amount outstanding (the "Existing Notes"), for the Company's newly issued 10.25% Senior Secured Second Lien Notes due 2023 (the "New Secured Notes").

The Exchange Offer and Consent Solicitation (as defined below) are being made pursuant to the terms and subject to the conditions as set forth in an Offering Memorandum and Consent Solicitation Statement dated July 1, 2019 (the "Offering Memorandum") and a related Letter of Transmittal.

Eligible Holders of Existing Notes who validly tender (and not validly withdraw) Existing Notes prior to 5:00 p.m., New York City time, on July 15, 2019 (the "Early Tender Date"), will be eligible to receive, for each $1,000 principal amount of Existing Notes tendered, $1,000 principal amount of New Secured Notes, which includes the "Early Tender Payment" of $50 per $1,000 principal amount of Existing Notes. Eligible Holders who validly tender (and not validly withdraw) Existing Notes after the Early Tender Date will not be eligible to receive the Early Tender Payment.

The New Secured Notes will have the same economic terms as the Existing Notes, except that (1) the interest rate for the New Secured Notes will be 10.25% and (2) until April 30, 2020, the New Secured Notes will be redeemable at the Company's option, in whole but not in part, at $965 in cash per $1,000 principal amount of New Secured Notes, plus accrued and unpaid interest to the date of redemption. The covenants with respect to the New Secured Notes set forth in the indenture governing the New Secured Notes will be substantially identical to the covenants with respect to the Existing Notes set forth in the Existing Notes Indenture. However, the indenture governing the New Secured Notes will prohibit any refinancing or repurchase of any Existing Notes that remain outstanding following consummation of the exchange offer.

The New Secured Notes will be jointly and severally, and fully and unconditionally, guaranteed on a senior secured basis by each of the Company's domestic material restricted subsidiaries which also guarantee the Company's Existing Notes and the Company's existing credit facility.

Any accrued and unpaid interest up to, but not including, the second business day following the Expiration Date (as defined below) (such date, the "Settlement Date") on any Existing Notes properly tendered (and not withdrawn) and accepted by the Company will be treated as interest accrued and unpaid on the New Secured Notes and will become due and payable in United States dollars on August 15, 2019. Interest on the New Secured Notes will begin to accrue from the Settlement Date.  Therefore, on August 15, 2019, holders of the New Secured Notes as of the applicable record date will receive a cash payment of interest (i) for the accrued interest on the Existing Notes for the interest period from the previous Interest Payment Date of February 15, 2019, up to, but not including, the Settlement Date and (ii) for the accrued interest on the New Secured Notes for the interest period from the Settlement Date up to, but not including, August 15, 2019. Thereafter, interest on the New Secured Notes will be payable semiannually in arrears on February 15 and August 15, commencing on February 15, 2020.

Concurrently with the Exchange Offer, the Company is also soliciting consents (the "Consent Solicitation") to certain proposed amendments to the indenture governing the Existing Notes (the "Existing Indenture Amendments") including, but not limited to, (a) the elimination of certain restrictive covenants and events of default and (b) the release (this clause (b), the "Collateral Release") of the security interests in the collateral securing the Existing Notes. Adoption of the Existing Indenture Amendments requires (i) the consent of the holders of greater than 50% aggregate principal amounts of Existing Notes outstanding in the case of all the proposed amendments other than those related to the Collateral Release and (ii) holders of at least 80% of the aggregate principal amount of Existing Notes outstanding in the case of the Collateral Release. If holders representing greater than 50% of the aggregate principal amount of Existing Notes outstanding but less than 80% of aggregate principal amount of Existing Notes outstanding consent to the Existing Indenture Amendments, all of the Existing Indenture Amendments other than the Collateral Release will be adopted. The consummation of the Exchange Offer is not conditioned on any minimum aggregate principal amount of Existing Notes being tendered or the adoption of the Existing Indenture Amendments.

The Exchange Offer and the Consent Solicitation will expire at 11:59 p.m., New York City time, on July 29, 2019, unless extended or earlier terminated (the "Expiration Date").

The Exchange Offer will be conditioned on the satisfaction, or the waiver by the Company, of certain customary conditions described in the Offering Memorandum.  The Company may amend or waive the conditions at any time, in its sole discretion, and may terminate, modify or withdraw the Exchange Offer at any time and for any reason, including if any of the conditions are not or will not be satisfied.

The Company, from time to time, evaluates strategic opportunities that could be catalysts for growth, including with respect to potential investors in the business. The Company believes that the consummation of the Exchange Offer will improve its ability to redeem and refinance the New Secured Notes in connection with any such potential opportunities.  Although the Company has not entered into any definitive documentation or binding agreements regarding the terms of a transaction, the Company is currently engaged in discussions related to potential strategic transactions. However, there is no assurance that the Company will ultimately pursue, and, if it does, complete any such transaction or that the New Secured Notes will be redeemed or otherwise refinanced.

The New Secured Notes have not been registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Secured Notes, nor shall there be any sale of the New Secured Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

The Exchange Offer is being made, and the New Secured Notes are being offered and issued only (a) in the United States to holders of Existing Notes who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon the exemption from the registration requirements of the Securities Act and (b) outside the United States to holders of Existing Notes who are persons other than "U.S. persons" (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act, and in both cases of (a) and (b) are not beneficial owners in or resident of Canada or authorized representatives acting on behalf of beneficial owners in or resident of Canada (collectively, "Eligible Holders").

Documents relating to the Exchange Offer will only be distributed to Eligible Holders who properly complete and return a letter of eligibility confirming that they are within the category of eligible holders for this private exchange offer. Eligible Holders who desire a copy of the letter of eligibility should contact D.F. King & Co., Inc., the information agent for the Exchange Offer, at telephone: (800) 249-7120 (U.S. toll-free) or (212) 269-5550 (collect), email: [email protected] or access the letter of eligibility at www.dfking.com/flexi.

None of the Company, the dealer manager and solicitation agent, the information agent, the exchange agent, the trustee with respect to the Existing Notes or the trustee with respect to the New Secured Notes or any affiliate of them makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder's Existing Notes for New Secured Notes in the Exchange Offer or consent to any of the proposed Existing Indenture Amendments. Eligible Holders must make their own decision as to whether to tender Existing Notes in the Exchange Offer and participate in the Consent Solicitation and, if so, the principal amount of Existing Notes to tender.

About Flexi-Van Leasing, Inc.

FlexiVan^® has been a leader in intermodal chassis leasing services in North America since 1955. It manages over 125,000 units in over 300 locations across the country and has nine fully owned and operated service centers providing easy access to chassis maintenance services. Leasing options range from chassis pool user agreements and managed fleets, to short and long term contracts with motor carriers, logistics providers, ocean carriers and beneficial cargo owners. Meanwhile, to facilitate the daily leasing and dispatching process, FlexiVan^® per diem rentals are supported by FlexiVan's streamlined ChassisNow.com booking system. Professional, reliable and cost effective transportation solutions - Experience Delivered. For more information, visit www.FlexiVan.com

The Company has included statements in this report that contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. When used herein, the words "may", "will", "should", "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated, and future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements contained elsewhere herein. We have based these forward-looking statements on current estimates and assumptions made to the best of our knowledge. By their nature, such forward-looking statements involve risks, uncertainties, assumptions and other factors which could cause actual results, including our financial condition and profitability, to differ materially and be more negative than the results expressly or implicitly described in or suggested by these statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indicators of the times at, or by which, such performance or results will be achieved. Moreover, forward-looking estimates or predictions derived from third parties' studies or information may prove to be inaccurate. Consequently, the Company cannot give any assurance regarding the future accuracy of the opinions set forth herein or the actual occurrence of the developments described herein or therein. In addition, even if our future results meet the expectations expressed here, those results may not be indicative of our performance in future periods.

In light of these risks, uncertainties and assumptions, the forward-looking statements might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements speak only as of the date the statements are made and are expressly qualified in their entirety by the cautionary statements set forth or referred to above. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

SOURCE Flexi-Van Leasing, Inc.

Related Links

https://www.flexivan.com