Allied Universal Announces Early Results of its Cash Tender Offer for its 6.625% Senior Secured Notes due 2026
IRVINE, Calif. – May 20, 2024 – Allied Universal Holdco LLC and Allied Universal Finance Corporation (collectively, “Allied Universal”) today announced the early results of the previously announced cash tender offer (the “Tender Offer”) to purchase for cash up to $739,000,000 in aggregate consideration (exclusive of accrued and unpaid interest, the “Accrued Interest”, and as such aggregate consideration may be increased or decreased by Allied Universal, the “Maximum Tender Amount”) of its outstanding 6.625% Senior Secured Notes due 2026 (the “Notes”), subject to the terms and conditions set forth in the Offer to Purchase dated May 7, 2024 (as amended, the “Offer to Purchase”). Capitalized terms used but not defined herein have the meaning given to them in the Offer to Purchase.
According to information provided by Global Bondholder Services Corporation (“GBSC”), the information and tender agent for the Tender Offer, as of 5:00 p.m., New York City time, on May 20, 2024, Allied Universal had received valid and not withdrawn tenders from registered holders (each, a “Holder” and collectively, the “Holders”) of $802,324,000 in aggregate principal amount of the Notes, representing approximately 84.9% of the aggregate principal amount outstanding of the Notes. Due to the consideration for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeding the Maximum Tender Amount (excluding Accrued Interest), the aggregate principal amount of Notes accepted for purchase on the Early Settlement Date will be prorated (using a proration rate of approximately 92% and subject to adjustment to maintain the authorized denomination of the Notes). Allied Universal expects such Early Settlement Date to be May 22, 2024 (the second business day after the Early Tender Date), but that may change without notice. In addition to the Total Consideration, Holders whose Notes are accepted for purchase on the Early Settlement Date will also receive Accrued Interest from the last interest payment date up to, but not including, the Early Settlement Date.
The following table sets forth the Tender Offer Consideration, the Early Tender Payment and the Total Consideration for the Tender Offer:
|
Title of Note |
CUSIP /ISIN |
CUSIP /ISIN |
Principal Amount |
Maximum Tender Amount (2) |
Tender Offer Consideration |
Early Tender Payment |
Total Consideration |
|
6.625% Senior Secured Notes due 2026 |
019576 AA5 / US019576AA51 |
U0201T AA8 / USU0201TAA89 |
$944,976,000 |
$739,000,000 |
$971.25 |
$30.00 |
$1,001.25 |
(1) No representation is made as to the correctness or accuracy of such CUSIP or ISIN numbers; such numbers are provided solely for the convenience of the Holders.
(2) Excludes Accrued Interest.
(3) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Expiration Date.
(4) Excludes Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.
(5) For each $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date.
(6) For each $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date. Total Consideration includes the Early Tender Payment.
Due to the Tender Offer being fully subscribed as of the Early Tender Date, Notes tendered after the Early Tender Date will not be accepted for purchase pursuant to the Tender Offer.
The Withdrawal Deadline for the Tender Offer was 5:00 p.m., New York City time, on May 20, 2024. As a result, Notes tendered pursuant to the Tender Offer may no longer be withdrawn, unless the Withdrawal Deadline is extended by Allied Universal or as required by applicable law.
The Tender Offer is being made in connection with a concurrent offering by Allied Universal of $500.0 million in aggregate principal amount of 7.875% Senior Secured Notes due 2031 (the “Additional Notes”) to be issued as additional notes under the Indenture, dated as of February 16, 2024, among Allied Universal, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, to be sold in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. On May 8, 2024, Allied Universal priced such offering for $500.0 million of Additional Notes, which offering is expected to close on May 22, 2024, subject to customary conditions (the “New Offering”). In addition, on May 8, 2024, Allied Universal priced $1,100 million aggregate principal amount of incremental term loans, which it intends to incur under an amendment (the “Bank Amendment”) to its existing U.S. dollar-denominated term loan facility. The Tender Offer will be financed by the amounts raised in the New Offering (net of transaction fees and expenses), and a portion of the incremental loans raised pursuant to the Bank Amendment, together with cash on hand.
The obligation of Allied Universal to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, in the sole and absolute discretion of Allied Universal, including Allied Universal’s completion of the New Offering and Bank Amendment, on terms satisfactory to Allied Universal. For avoidance of doubt, references in the Offer to Purchase to “completion” of the New Offering and Bank Amendment mean completion of the closing of the New Offering and Bank Amendment, as applicable, at which closing Allied Universal receives the anticipated proceeds from such financing. No assurance can be given that the New Offering and Bank Amendment will be completed on the terms currently envisioned or at all. If such conditions shall not have been satisfied (or waived by Allied Universal), no payments will be made to tendering Holders on the Early Settlement Date. The Tender Offer is not conditioned on any minimum principal amount of Notes being tendered. The Tender Offer and its provisions may be amended, extended, terminated, waived or withdrawn by Allied Universal in its sole and absolute discretion.
None of Allied Universal, the trustee for the Notes, any paying agent, transfer agent or listing agent under the Notes, Morgan Stanley & Co. LLC, as the dealer manager, the information and tender agent, any of their respective subsidiaries or affiliates or any of their respective directors, officers, employees or representatives has made or makes any recommendation to Holders as to whether or not to tender all or any portion of their Notes, and none of the foregoing has authorized any person to make any such recommendation.
Allied Universal has retained Morgan Stanley & Co. LLC to serve as the sole dealer manager for the Tender Offer. Allied Universal has retained GBSC to act as the information and tender agent in respect of the Tender Offer.
For additional information regarding the terms of the Tender Offer, please contact Morgan Stanley & Co. LLC at its telephone number set forth on the back cover page of the Offer to Purchase. Copies of the Offer to Purchase may be obtained at https://www.gbsc-usa.com/allieduniversal or by contacting GBSC at (855) 654-2014 or by email at contact@gbsc-usa.com.
This press release does not constitute or form part of any offer or invitation to purchase or sell, or any solicitation of any offer to sell or purchase, the Notes or any other securities in the United States or any other jurisdiction, and neither this press release nor any part of it, nor the fact of its release, shall form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms and conditions of the Offer to Purchase and the information in this press release is qualified by reference to the Offer to Purchase.
This press release does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Forward-Looking Statements:
Certain statements in this press release are forward-looking statements based on current expectations. The words “anticipates,” “believes,” “estimates,” “expects,” “appears,” “intends,” “may,” “plans,” “projects,” “would,” “could,” “should,” “targets” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements require Allied Universal to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause Allied Universal’s actual results in future periods to differ materially from those set forth in the forward-looking statements. For additional information regarding these risks and uncertainties, and the assumptions underlying the forward-looking statements, please refer to the Offer to Purchase. The forward-looking statements set forth herein reflect management’s expectations as at the date the statements are made and are subject to change after such date. Unless otherwise required by applicable securities laws, Allied Universal expressly disclaims any intention, and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
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