CEVA buys back $728.69 million of tendered notes, calls remainder

By Angela McDaniels

Tacoma, Wash., March 19 - CEVA Group plc accepted for early settlement $728,685,001 of notes in the tender offers and consent solicitations for its $562 million of outstanding 8 3/8% senior secured notes due 2017, $210 million of outstanding 11 5/8% senior secured notes due 2016 and $12 million of outstanding 11½% junior priority senior secured notes due 2018, according to a company news release.

The tender offers and consent solicitations were subject to certain conditions, including the receipt of consents for at least a majority of the outstanding principal amount of each series of notes, the receipt by the company of the proceeds from an issuance of new senior secured notes and the amendment and restatement of the company's senior secured credit facilities.

As of March 19, these conditions were satisfied, and the company accepted for purchase $508,445,000, or 90.4%, of the 8 3/8% notes, $208.05 million, or 99.1%, of the 11 5/8% notes and $12,190,001, or 100%, of the 11½% notes.

The amounts accepted are equal to the amounts that had been tendered as of 5 p.m. ET on March 17, the consent date.

For each $1,000 principal amount, the purchase price is $1,067.50 for the 8 3/8% notes, $1,064.50 for the 11 5/8% notes and $1,063.75 for the 11½% notes. Each of these payments includes a $30.00 consent payment for each note tendered by the consent date.

The company will also pay accrued interest up to but excluding the payment date, which was expected to be March 19.

The tender offers began March 4.

Redemption

CEVA also announced that it issued notices on March 19 to redeem all of the untendered notes and all of its outstanding 12% second-priority senior secured notes due 2014.

The tender offers technically remain open until midnight ET on March 31, but the company said it will not accept any notes that are tendered after the issuance of the redemption notices.

The redemption price is 106.281% of par for the 8 3/8% notes, 105.813% of par for the 11 5/8% notes and par for the 12% notes plus in each case accrued interest up to but excluding the redemption date.

CEVA also deposited with the applicable trustee the amounts needed to satisfy and discharge its obligations under the 8 3/8% notes, 11 5/8% notes and 12% notes.

Consent solicitation

The proposed amendments became operative once the company accepted and settled the tendered notes through the execution of supplemental indentures to the indentures governing each series of notes.

The amendments to the 8 3/8% notes and 11 5/8% notes eliminated substantially all of the restrictive covenants and some events of default in the indentures, released all of the liens on the collateral securing the notes and reduced from 30 days to three business days the minimum notice period for optional redemptions.

The amendments to the 11½% notes reduced from 30 days to three business days the minimum notice period for optional redemptions.

Consents were needed from the holders of at least a majority of the outstanding principal amount of a series of notes in order to amend that series, except that the proposed amendments related to the release of the liens on the collateral for the 8 3/8% notes and 11 5/8% notes required consents from the holders of at least 90% of the notes.

In connection with financing the tender offers, CEVA, among other things, amended and restated its secured credit facilities, which included extending maturities and increasing the size of the facilities to an $809 million term loan facility due 2021, a $250 million revolving credit facility due 2019 and a $275 million letter-of-credit facility due 2021. It also issued $300 million of 7% first-lien senior secured notes due 2021 and $325 million of 9% senior secured notes due 2021.

The dealer manager and solicitation agent was Credit Suisse Securities (USA), LLC (212 538-2147 or 800 820-1653). The tender agent was D.F. King & Co., Inc. (800 714-3312 or 212 269-5550).

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

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