By Daniel Webster, dWeb.News Publisher
THE WOODLANDS, Texas–(BUSINESS WIRE)–GPD Companies, Inc. (the “Company“) today announced that it is amending and extending its previously announced solicitation of consents (the “Consent Solicitation“) from the holders of its 10. 125% Senior Secured Notes due 2026 (144A CUSIP: 64051NAA1, Regulation S CUSIP: U6404NAA3) (the “Notes“) to certain amendments (the “Proposed Amendments“) to the indenture governing the Notes (the “Indenture“), as further described below.
To remove the previously requested borrowing basis concept in Section 4, the Company has modified the Proposed Amendments. 09(b)(1) (the “Credit Facility Basket“) of the Indenture and related definitions and increase the dollar size of the Credit Facility Basket from $175 million to $275 million. As modified, the Proposed Amendments are set forth in full in the Company’s Supplement to the Consent Solicitation Statement, dated September 15, 2021 (as so supplemented, the “Consent Solicitation Statement“), which is being sent to all holders of the Notes eligible to consent to the Proposed Amendments.
The Company is also (i) further extending the expiration time for the Consent Solicitation to 5: 00 p.m., New York City time, on September 20, 2021, unless further extended or earlier terminated by the Company (as so extended, the “Expiration Time“), (ii) increasing the consent fee to be paid to holders of the Notes who validly deliver their consents at or prior to the Expiration Time from U.S.$2. 50 per U.S.$1,000 principal amount of Notes to U.S.$5. 00 per U.S.$1,000 principal amount of Notes and (iii) providing that the full $2,475,000 amount that the Company is offering to pay to holders for their consent, based on the current $495,000,000 aggregate principal amount outstanding of the Notes, will be paid to consenting holders on a pro rata basis on the settlement date of the Consent Solicitation.
As of 5: 00 p.m., New York City time, on September 15, 2021, the Company had received consents from holders representing 54. 35% of the outstanding Notes.
Other than what has been described, the Consent Solicitation terms and conditions remain in force. Holders of the Notes that have given their consents to the Proposed Amendments in good faith are not required to give new consents. Consents, whether previously delivered or not, can only be revoked as described in the Consent Solicitation Statement.
Copies of the Consent Solicitation Statement and the Supplement to the Consent Solicitation Statement may be obtained from Global Bondholder Services Corporation, the Information and Tabulation Agent for the Consent Solicitation, at (212) 430-3774 (banks and brokers), (866) 470-3700 (toll-free) or by email at email@example.com. Goldman Sachs & Co. LLC serves as the Solicitation Agent in the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to the Solicitation Agent at (212) 902-5962 (collect), (800) 828-3182 (toll-free) or by email at GS-LM-NYC@gs.com. None of the Company, the Information and Tabulation Agent, or the Solicitation Agent make any recommendations as to whether holders should give their consents under the Consent Solicitation. They have not been authorized to do so. The Consent Solicitation is up to the Holders to decide if they want to participate. This press release is intended for informational purposes only. It does not constitute an offer, invitation, or the solicitation to buy, subscribe for or sell securities, regardless of whether it is made pursuant to this release or not.
This press release contains forward-looking statements, including with respect to the Consent Solicitation. Actual results could differ materially from the forward-looking statements. We are not obliged to make public any revisions to forward-looking statements that reflect circumstances or events after the date.
About GPD Companies, Inc .
GPD Companies, Inc., is a global group of value-added distributors, founded by One Rock Capital Partners, LLC. For more information, visit http://www.gpdcompanies.com.
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