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.