Solera announces commencement of Tender Offers and Consent Solicitations and Change of Control Offers
WESTLAKE, Texas, Nov. 6, 2015 /PRNewswire/ -- Solera Holdings, Inc. ("Solera") (NYSE: SLH) announced today that its indirect wholly owned subsidiary, Audatex North America, Inc. ("Audatex" or the "Company") has commenced cash tender offers (collectively, the "Tender Offer") to purchase any and all of its outstanding 6.000% Senior Notes due 2021 (the "2021 Notes") and 6.125% Senior Notes due 2023 (the "2023 Notes" and together with the 2021 Notes, the "Notes"). In connection with the Tender Offer, the Company is soliciting the consents of holders of the 2021 Notes and the 2023 Notes to certain proposed amendments to the respective indentures governing the Notes (the "Consent Solicitation"). Concurrently with, but separate from the Tender Offer and the Consent Solicitation, the Company has commenced offers to purchase for cash any and all of its outstanding 2021 Notes and 2023 Notes at a purchase price equal to 101% of the aggregate principal amount (the "Purchase Amount") of the Notes repurchased (collectively, the "Change of Control Offer"). The Company is commencing the Tender Offer and the Change of Control Offer in connection with, and each is expressly conditioned upon, the acquisition of Solera pursuant to the Agreement and Plan of Merger, dated September 13, 2015, by and among Solera and affiliates of Vista Equity Partners (the "Merger"). The Company intends to fund the Tender Offer and the Change of Control Offer with proceeds from debt financing transactions being entered into in connection with the Merger.
Tender Offer and Consent Solicitation
The Tender Offer will expire at 5:00 p.m., New York City time, on December 8, 2015, unless extended or earlier terminated (such date and time, as may be extended, the "Expiration Date"). Under the terms of the Tender Offer, holders of the Notes who validly tender their Notes and provide their consents to the proposed amendments and do not validly withdraw their Notes and consents at or prior to 5:00 p.m., New York City time, on November 20, 2015 (such date and time, as may be extended, the "Early Tender Date") will receive an amount equal to $1,012.50 per $1,000.00 in principal amount of Notes, which amount includes an early participation premium equal to $50.00 per $1,000.00 in principal amount (the "Total Consideration"). Holders who validly tender their Notes and provide their consents to the proposed amendments after the Early Tender Date but at or prior to the Expiration Date will receive an amount equal to $962.50 per $1,000.00 in principal amount (the "Tender Consideration").
| Notes |
CUSIPs |
Tender |
Early Participation |
Total Consideration(1)(2) |
| 6.000% Senior Notes due 2021 |
CUSIP: 05070G AE8; |
$962.50 |
$50.00 |
$1,012.50
|
| 6.125% Senior Notes due 2023 |
CUSIP: 05070G AG3; |
$962.50 |
$50.00 |
$1,012.50
|
| (1) |
For each $1,000 principal amount of Notes, excluding accrued but unpaid interest, which interest will be paid in addition to the Tender Consideration or Total Consideration, as applicable. |
| (2) |
Payable only to holders who validly tender (and do not validly withdraw) Notes prior to the Early Tender Date. |
Holders whose Notes are accepted in the Tender Offer will also be paid accrued and unpaid interest, if any, on the Notes to, but not including, the settlement date. Holders should note that the Total Consideration is higher than, and the Tender Consideration is lower than, the Purchase Amount under the Change of Control Offer. The procedures for tendering Notes in the Tender Offer and in the Change of Control Offer are separate. Notes tendered in the Tender Offer may not be tendered in the Change of Control Offer with respect to such Notes, and Notes tendered in the Change of Control Offer may not be tendered in the Tender Offer with respect to such Notes.
The primary purpose of the Consent Solicitation and proposed amendments is to eliminate or modify substantially all of the restrictive covenants relating to the Company and its subsidiaries, eliminate all events of default other than failure to pay principal, premium or interest on the Notes and eliminate all conditions to satisfaction and discharge and all conditions to be satisfied in the event of defeasance. Holders may not tender their Notes in the Tender Offer without delivering their consents under the Consent Solicitation, and holders may not deliver their consents under the Consent Solicitation without tendering their Notes pursuant to the Tender Offer. If the requisite consents are received and the proposed amendments become effective pursuant to the Consent Solicitation, the Company will terminate the Change of Control Offer.
Consummation of the Tender Offer and payment for the Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the receipt of requisite consents, the consummation of the Merger and financing conditions. The Company reserves the right, at its sole discretion, to waive any and all conditions to the Tender Offer. Complete details of the terms and conditions of the Tender Offer are included in the Company's offer to purchase and consent solicitation, dated November 6, 2015. The Merger is expected to close in December of 2015, and the Company expects the consummation of the Tender Offer and the Consent Solicitation to coincide with the closing of the Merger. The consummation of the Merger is not conditioned upon, either directly or indirectly, the consummation of the Tender Offer or the receipt of the Requisite Consents.
Requests for documents relating to the Tender Offer and the Consent Solicitation may be directed to Global Bondholder Services Corporation, the Information and Tender Agent, at (866) 470-4300 or (212) 430-3774 (Banks and Brokers). Goldman, Sachs & Co. will act as Dealer Manager for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182 and (212) 902-5138.
Change of Control Offer
The Change of Control Offer is being made in connection with, and is expressly conditioned upon, the consummation of the Merger. The consummation of the Merger will constitute a "Change of Control" under each of the respective indentures governing the Notes. Following such a Change of Control, Section 4.11 of the respective indentures governing the Notes requires the Company to make an offer to purchase at a purchase price in cash equal to the Purchase Amount, plus accrued and unpaid interest up to, but not including, the date of purchase. The Company, however, is permitted to make a Change of Control Offer in advance of the Change of Control if a definitive agreement for such Change of Control is in place at the time the offer is made.
The Change of Control Offer will expire at 5:00 p.m, New York City time, on December 8, 2015, unless extended or earlier terminated. The Merger is expected to close in December of 2015, and the Company expects the consummation of the Change of Control Offer to coincide with the closing of the Merger. If the requisite consents are received and the proposed amendments become effective pursuant to the Consent Solicitation, the Company will terminate the Change of Control Offer. The consummation of the Merger is not conditioned upon, either directly or indirectly, the consummation of the Change of Control Offer.
Holders who do not tender their Notes in the Change of Control Offer, or who tender their Notes in the Change of Control Offer but validly withdraw such Notes, may tender their Notes in the Tender Offer. Holders should note that the Total Consideration is higher than, and the Tender Consideration is lower than, the Purchase Amount under the Change of Control Offer.
This press release neither constitutes a notice of Change of Control Offer as required by the respective indentures governing the Notes, nor does it constitute an offer to purchase, or a solicitation of an offer to sell or a solicitation of consents with respect to, any security. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful.
The paying agent for the Notes is U.S. Bank National Association. Requests for information or additional copies of the change of control offer to purchase, dated November 6, 2015, may be directed to the paying agent at (800) 934-6802.
Forward Looking Statements
The above information includes "forward looking" statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about the proposed Tender Offer and Consent Solicitation, the proposed Change of Control Offer and the intended completion of the Merger. Such statements only reflect Solera's and Audatex's best assessment at this time and are indicated by words or phrases such as "plans," "intends," "will" or similar words or phrases. These statements are based on Solera's and Audatex's current expectations, estimates and assumptions and are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. Actual results may differ materially from those set forth in this press release due to the risks and uncertainties inherent to transactions of this nature, including, without limitation: whether or not Audatex completes the proposed Tender Offer and Consent Solicitation or Change of Control Offer on terms currently contemplated or otherwise and whether or not the Merger is consummated. Solera and Audatex are under no obligation to (and specifically disclaim any such obligation to) update or alter these forward-looking statements whether as a result of new information, future events or otherwise.
SOURCE Solera Holdings, Inc.
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