WESTLAKE, Texas, Nov. 23, 2015 /PRNewswire/ -- Solera
Holdings, Inc. ("Solera") (NYSE: SLH) announced today that it has
amended the terms of its previously announced cash tender offers
(together, the "Tender Offer") by its indirect wholly owned
subsidiary, Audatex North America, Inc. (the "Company"), 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") to: (i)
extend the early tender deadline from 5:00
p.m., New York City time,
on November 20, 2015 to 5:00 p.m., New York City Time, on January 6, 2016 (as so extended, and as may be
further extended, the "Early Tender Date"); and (ii) extend the
Expiration Date from 5:00 p.m.,
New York City time, on
December 8, 2015 to 5:00 p.m., New York City Time on January 13, 2016 (as so extended, and as may be
further extended, the "Expiration Date").
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According to information provided by Global Bondholder Services
Corporation, the Information and Tender Agent for the Tender Offer,
as of 5:00 p.m., New York City time, on November 20, 2015, the Company had received
tenders and Consents (as defined below) from holders of
$1,673,156,000 in aggregate principal
amount of the 2021 Notes, representing approximately 99.30% of the
total outstanding principal amount of the 2021 Notes, and tenders
and Consents from holders of $1,386,433,000 in aggregate principal amount of
the 2023 Notes, representing approximately 97.98% of the total
outstanding principal amount of the 2023 Notes.
The Company has received the Requisite Consents in respect of
the Notes in connection with the concurrent consent solicitations
(together, the "Consent Solicitation") for consents (the
"Consents") to amend the respective indentures governing the Notes
(the "Proposed Amendments") 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. As a result, the
Company and the Trustee executed supplemental indentures relating
to each of the 2021 Notes and the 2023 Notes on November 20, 2015 (together, the "Supplemental
Indentures") to effect the Proposed Amendments. The
Supplemental Indentures provide that the Proposed Amendments will
become operative upon payment for the tendered Notes pursuant to
the terms of the Tender Offer and Consent Solicitation.
The table below sets forth the consideration payable in
connection with the Tender Offer:
Title of
Notes
|
Aggregate
Principal Amount Outstanding
|
CUSIPs
|
Tender
Consideration
(1)(2)
|
Early
Participation
Premium
(1)
|
Total
Consideration (1)(2)
|
6.000% Senior Notes
due 2021
|
$1,685,000,000
|
CUSIP: 05070G
AE8;
U00366 AD3
|
$962.50
|
$50.00
|
$1,012.50
|
6.125% Senior Notes
due 2023
|
$1,415,000,000
|
CUSIP: 05070G
AG3;
U00366 AF8
|
$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 tendering after the Early Tender Date have until the
Expiration Date, unless extended or earlier terminated, to tender
their Notes pursuant to the Tender Offer. Holders who validly
tender additional notes after the Early Tender Date and before the
Expiration Date will receive the applicable Tender Consideration
listed above, which does not include the Early Participation
Premium. The Withdrawal Deadline was November 20, 2015, at 5:00
p.m., New York City time.
As a result, Notes tendered pursuant to the Offer may not be
withdrawn and the Consents delivered pursuant to the Consent
Solicitation may not be revoked, except as required by law.
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 consummation of 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") and the related
financing transactions. The Company reserves the right, in
its sole discretion, to waive any and all conditions to the Tender
Offer. The Company intends to further extend the Expiration Date,
without extending the November 20,
2015 Withdrawal Deadline (unless required by law), to have
the Settlement Date coincide with the completion of the
Merger. The completion of the Merger and settlement for Notes
tendered and not withdrawn is currently expected to occur in the
early part of the first quarter of 2016.
On November 6, 2015, concurrently
with, but separate from the Tender Offer and the Consent
Solicitation, the Company 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 of the Notes
repurchased (collectively, the "Change of Control Offer").
Upon the effectiveness of the Supplemental Indentures, the Company
will no longer have an obligation under Section 4.11 of the
applicable Indenture to make the Change of Control Offer. As
a result, the Company is terminating the Change of Control
Offer.
Except as set forth herein, all other terms, provisions and
conditions of the Tender Offer and the Consent Solicitation will
remain in full force and effect as set forth in the Company's Offer
to Purchase and Consent Solicitation Statement, dated November 6, 2015 (as amended or supplemented from
time to time, the "Statement") and the related letter of
transmittal. The complete terms and conditions of the Tender
Offer and Consent Solicitation are described in the Statement and
the related letter of transmittal, copies of which may be obtained
at no charge from Global Bondholder Services Corporation. All
capitalized terms used but not defined herein shall have the same
meaning ascribed to them in the Statement. The Company reserves the
right to further amend the terms of the Tender Offer and Consent
Solicitation or to further extend the Expiration Date for the
Tender Offer and Consent Solicitation, in its sole discretion, at
any time.
Requests for documents relating to the Tender Offer and 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). Questions regarding the
Tender Offer and Consent Solicitation may be directed to the Dealer
Manager, Goldman, Sachs & Co., at (800) 828-3182 and (212)
902-5138.
None of the Company, Solera, the Dealer Manager, the Information
and Tender Agent, or the trustee with respect to the Notes is
making any recommendation as to whether Holders should tender any
Notes in response to the Tender Offer. Holders must make
their own decision as to whether to tender any of their Notes and,
if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is
not an offer to buy, nor the solicitation of an offer to sell any
of the Notes. The Tender Offer and Consent Solicitation is
being made solely by the Statement and the related letter of
transmittal. The full details of the Tender Offer and Consent
Solicitation, including complete instructions on how to tender the
Notes, are included in the Statement and the related letter of
transmittal. Holders of the Notes are strongly encouraged to
carefully read the Statement and the related letter of transmittal
because they contain important information.
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 Tender Offer, the Consent
Solicitation and the Merger. Such statements only reflect
Solera's and the Company'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 the Company'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 the Company completes the Tender Offer
and Consent Solicitation and the Merger on terms currently
contemplated or otherwise. Solera and the Company 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.
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SOURCE Solera Holdings, Inc.