News Release
ARC Document Solutions
Announces Closing of Tender Offer and Replacement of 10.5% Senior Notes With
New 6.25% Term B Loan; Estimated 9 Cents Accretive to Earnings per Share
WALNUT CREEK, CA -- (Marketwired) -- 12/20/13 -- ARC Document
Solutions, Inc. (NYSE: ARC) announced today that it has closed its previously
disclosed cash tender offer and consent solicitation relating to its
outstanding 10.5% Senior Notes due 2016 (the "Notes"), and that it
has provided notice for the redemption of all remaining outstanding Notes. The
company also announced that it has entered into a new Term Loan Credit
Agreement that consists of a term loan facility in the amount of $200 million,
the proceeds of which will be used to fund the closing of the tender offer and
the subsequent redemption of the Notes. The new term loan facility bears an
initial annual interest rate of 6.25% (LIBOR plus 525 basis points with a 1.0%
LIBOR floor). The company expects to save more than $7 million in annual cash
interest payments relative to the Notes, which equates to approximately nine
cents earnings per share.
Pursuant to the terms of the previously disclosed cash tender
offer and consent solicitation relating to the Notes, the company has accepted
for payment approximately $127.5 million in aggregate principal amount of the
Notes that were validly tendered on or prior to the consent payment deadline of
5:00 pm New York Time on December 16, 2013. Holders who tendered such Notes
will receive $1,060 per $1,000 in principal amount of the Notes validly
tendered, plus accrued and unpaid interest.
The consents received in the consent solicitation exceeded the
number needed to approve the proposed amendments to the indenture under which
the Notes were issued. The terms of the tender offer and consent solicitation
for the Notes are detailed in the company's Offer to Purchase and Consent
Solicitation Statement dated December 3, 2013. Based on the consents received,
the company and the trustee under the indenture governing the Notes have entered
into a supplemental indenture that eliminates substantially all affirmative and
restrictive covenants and certain events of default under the indenture
governing the Notes, and provides for a shorter three business day notice
period required in connection with an optional redemption.
In addition, the company intends today to discharge its remaining
obligations under the indenture governing the Notes by causing a notice of
redemption to be delivered to holders of the remaining outstanding Notes and
depositing funds sufficient to pay and discharge all remaining indebtedness on
the remaining outstanding Notes, including accrued and unpaid interest.
As noted above, the company also announced today that it has
entered into a new Term Loan Credit Agreement. The Term Loan Credit Agreement
consists of a term loan facility in the initial aggregate principal amount of
$200 million, the entirety of which was disbursed today in order to pay a
portion of the price associated with the purchase of the Notes that were
accepted under the tender offer and the subsequent redemption of the remaining
outstanding Notes, and to pay associated fees and expenses in connection with
the tender offer and redemption.
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are
acting as Dealer Managers for the Tender Offer. Questions concerning the Tender
Offer may be directed to either J.P. Morgan Securities LLC at (212) 270-3153 or
Wells Fargo Securities, LLC at (866) 309-6316. Wells Fargo Bank, National
Association has been appointed to act as the Depositary for the Tender Offer.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer, solicitation, or sale
will be made in any jurisdiction in which such an offer, solicitation, or sale
would be unlawful.
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