CEVA cuts exchange threshold to $350.45 million, announces success

New York, March 31 – CEVA Group plc reduced the required threshold in its exchange offer to $350,449,633, or 89.9%, of its $390 million of outstanding 4% first-lien senior secured notes due 2018 and said that it had met that level of response by the extended consent deadline.

The minimum was previously $370.5 million principal amount, or 95%, of the notes.

After a series of extensions, the consent deadline was fixed at 5 p.m. ET on March 29.

It was previously 5 p.m. ET on March 28, extended from March 27, March 23, March 22 and March 21.

The final response was up from $346.1 million principal amount, or 88.8%, as of March 27, a figure that had held constant since the original consent date of March 21.

The exchange continues until 11:59 p.m. ET on April 4.

As announced on March 9, the company is offering in exchange new 9% first-lien senior secured notes due 2020, with the interest to be paid at a rate of 6% in cash and 3% in kind.

The total exchange value will be $1,025 of new notes for each $1,000 principal amount of notes tendered.

Holders who tender after the consent deadline will receive a par amount of new notes for each $1,000 principal amount.

The company also will pay accrued interest up to but excluding the closing date of the exchange in cash.

CEVA is also soliciting consents from holders of at least a majority of the notes to amend the notes to eliminate substantially all of the restrictive covenants and to release the collateral securing the notes.

Also, on March 8, CEVA and a significant holder entered into an agreement in which that holder agreed to privately exchange about $15.2 million principal amount of CEVA’s outstanding 12¾% senior notes due 2020 for a like principal amount of new notes concurrently with, and conditioned upon, the exchange.

The exchange is being made to holders who are qualified institutional buyers under Rule 144A and Regulation D and those who are not U.S. persons under Regulation S.

D.F. King & Co., Inc. (800 628-8532, 212 269-5550, ceva@dfking.com or dfking.com/ceva) is the information and exchange agent.

CEVA is a non-asset based supply chain management company based in Hoofddorp, the Netherlands.

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