WESTLAKE, Texas, Dec. 7, 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 reopen
withdrawal rights on a limited basis with respect to Notes tendered
in the Tender Offer until 5:00 p.m.,
New York City Time, on December 18,
2015 (as so amended in connection with the reopening, and as
may be further amended, the "Notes Withdrawal Deadline"). The
withdrawal rights are limited to only permit the withdrawal of
previously tendered Notes if and to the extent that at least a
majority in principal amount of each series of the outstanding
Notes remain tendered pursuant to the Tender Offer as of the Notes
Withdrawal Deadline. The Company does not anticipate granting
additional withdrawal rights in the Tender Offer following the
Notes Withdrawal Deadline, unless otherwise required by law.
To withdraw previously tendered Notes, you must contact Global
Bondholder Services Corporation, the Information Agent and Tender
Agent, at the contact details noted below in order to receive a
copy of the appropriate withdrawal documentation. If the
withdrawal documentation is not properly completed and returned to
Global Bondholder Services Corporation, such withdrawal request
will be denied. All capitalized terms used but not defined
herein shall have the same meaning ascribed to them in the
Statement (as defined below).
The Early Tender Date for the Tender Offer is currently
5:00 p.m., New York City Time, on
January 6, 2016, and the Expiration
Date for the Tender Offer is currently 5:00
p.m., New York City Time on January
13, 2016. The Company has amended the terms of the Tender
Offer to provide for limited withdrawal rights for the Notes
because the Expiration Date is now after the end of the current
calendar year.
As previously announced, the Company has received the Requisite
Consents in respect of the Notes in connection with the concurrent
Consent Solicitation for Consents to adopt the Proposed
Amendments. The Company effected the Proposed
Amendments through the execution of the Supplemental Indentures on
November 20, 2015. As a
result, Holders may no longer revoke their
Consents. A valid withdrawal of tendered Notes at
or prior to the Notes Withdrawal Deadline will not be deemed a
revocation of the related Consent. Holders that withdraw
their Notes in the Tender Offer at or prior to the Notes Withdrawal
Deadline will no longer be eligible to receive the Total
Consideration or Tender Consideration, as applicable, unless such
Holders re-tender their Notes at or prior to the Early Tender Date
or Expiration Date, as applicable, pursuant to the terms of the
Statement and related letter of transmittal, as amended by the
Press Release (as defined below).
As a result of the execution and effectiveness of the
Supplemental Indentures, substantially all of the restrictive
covenants of the applicable Indenture, including Section 4.11,
which requires the Company to make a Change of Control Offer, have
been eliminated or modified. The Company has accordingly terminated
the Change of Control Offer, as previously disclosed in the Press
Release. The Supplemental Indentures provide that the Proposed
Amendments will become operative only upon the purchase of at least
a majority in principal amount of the outstanding Notes pursuant to
the Tender Offer. Holders that withdraw and do not re-tender
their Notes pursuant to the terms set forth in the Statement and
related letter of transmittal will no longer have the benefit of
these restrictive covenants.
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 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.
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, as amended by the Company's press release dated
November 23, 2015 (the "Press
Release"). The complete terms and conditions of the Tender
Offer and Consent Solicitation are described in the Statement and
the related letter of transmittal, as amended by the Press Release,
copies of which may be obtained at no charge from Global Bondholder
Services Corporation. The Company reserves the right to
further amend the terms of the Tender Offer or to further amend the
Notes Withdrawal Deadline for the Tender Offer, 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 letter of transmittal,
along with the related Press Release. Holders of the Notes
are strongly encouraged to carefully read the Statement and the
letter of transmittal, along with the related Press Release,
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.