Multi Packaging Solutions, Inc. (“MPS”) announced today that, in connection with the previously announced entry into the combination agreement with Chesapeake Services Limited (“Chesapeake”), MPS is soliciting consents from holders of its 8.500% Senior Notes due 2021 (the “Notes”) to approve amendments (the “Proposed Amendments”) to certain provisions of the indenture (the “Indenture”) governing the Notes.
The adoption of the Proposed Amendments requires the consent of holders of at least a majority in principal amount of the then outstanding Notes voting as a single class.
The Proposed Amendments will be effective once a majority of noteholders have submitted their consents and not validly revoked them prior to the Revocation Deadline (as such term is defined in the consent solicitation statement (the “Consent Solicitation Statement”) dated November 21, 2013) and the related supplemental indenture is executed. The Proposed Amendments will become operative upon payment of the consent payment to D.F. King & Co., Inc., the paying agent, which is expected to occur immediately prior to the consummation of the combination with Chesapeake, at which time Chesapeake will become a guarantor of the Notes. The Proposed Amendments would (i) change the scope of the Change of Control definition from being tested with respect to MPS and certain of its subsidiaries to being tested with respect to Chesapeake and certain of its subsidiaries, and add affiliates of Chesapeake to the definition of “Permitted Holders”, (ii) add new covenants and modify existing covenants and (iii) amend certain other provisions of the Indenture as described in the Consent Solicitation Statement. As a result of these amendments, MPS would not be required to make a change of control offer to purchase the Notes at 101% in connection with the business combination with Chesapeake. MPS is able to complete the business combination without the proposed amendments by making the change of control offer, in which case Chesapeake would not be added as a guarantor to the Notes.
Upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, MPS will make a cash payment of $10.00 per $1,000 in aggregate principal amount of Notes held by each holder of Notes who has validly delivered, and not validly revoked, a duly executed consent prior to the Expiration Time (as such term is defined in the Consent Solicitation Statement).
The cash payment will be made to the paying agent at the time or promptly after the conditions to payment specified in the Consent Solicitation Statement have been satisfied or waived, which is expected to be shortly before the consummation of the business combination. If the Proposed Amendments are approved by the holders representing a majority in principal amount of the Notes, and a supplemental indenture is validly entered into with respect to the Notes, the supplemental indenture would bind all holders of the Notes, including those that did not give their consent, but non-consenting holders would not receive the consent payment. The Consent Solicitation is subject to the satisfaction of certain customary conditions.
The consent solicitation is being made solely to qualified institutional buyers who are noteholders of record as of 5:00 p.m. on November 20, 2013 and on the terms and subject to the conditions set forth in the Consent Solicitation Statement. The solicitation will expire at 5:00 pm New York time on December 6, 2013. MPS may, in its sole discretion, terminate, extend or amend the consent solicitation at any time as described in the Consent Solicitation Statement.
Copies of the Consent Solicitation Statement and other related documents may be obtained from D.F. King & Co., Inc. by calling toll free in the US at (800) 829-6551, or for banks and brokers at (212) 269-5550, or by email at firstname.lastname@example.org. Holders of the Notes are urged to review the Consent Solicitation Statement for the detailed terms of the consent solicitation and the procedures for consenting to the Proposed Amendments. Barclays and Credit Suisse are acting as Joint Solicitation Agents. Any persons with questions regarding the consent solicitations should contact Barclays toll free in the US at (800) 438-3242 or collect at (212) 528-7581.
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. No recommendation is being made as to whether holders of Notes should consent to the Proposed Amendments. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the success of the solicitation, whether the supplemental indenture will be executed, whether the combination with Chesapeake will be completed, the anticipated consequences and benefits of the combination, the timing of the consent payments, and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of necessary consents from bond holders and the receipt and timing of necessary regulatory approval, as well as other factors. These forward-looking statements speak only as of the date of this release. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
About Multi Packaging Solutions
Multi Packaging Solutions (“MPS”) is a leading global provider of value-added packaging solutions to a diverse customer base across the healthcare and branded consumer markets. MPS provides customers with an extensive array of print-based specialty packaging, including premium folding cartons, labels, inserts/leaflets, and specialty packaging across a variety of substrates and finishes. The company has 60 manufacturing locations in North America, Asia and Europe and employs approximately 8,800 people. MPS is listed on the New York Stock Exchange. For more information, please visit www.multipkg.com.
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