Neovia again extends consent solicitation for 8 7/8% notes, amends fee

By Jennifer Chiou

New York, Nov. 13 – Neovia Logistics, LLC announced that it has once more extended the expiration of its previously announced consent solicitation for the 8 7/8% senior secured notes due 2020 issued by subsidiaries Neovia Logistics Services, LLC and Neovia Logistics Finance Corp., this time to 5 p.m. ET on Nov. 17 from Nov. 12.

The original consent deadline was 5 p.m. ET on Nov. 10.

The company is soliciting consents for the 8 7/8% notes and the 10%/10¾% senior PIK toggle notes due 2018 issued by Neovia Logistics Intermediate Holdings, LLC and Neovia Logistics Intermediate Finance Corp. The consent solicitations began on Oct. 28.

As of 5 p.m. ET on Nov. 12, holders had delivered consents for about 44% of the 8 7/8% notes.

In addition to the deadline extension, the company changed the consent fee for those notes.

For the 8 7/8% notes due 2020, the company will pay a consent fee of (a) $5.00 multiplied by (b) a fraction, the numerator of which is the $450 million outstanding principal amount of notes and the denominator of which is the amount for which consents have been validly delivered.

As a result of this change, consenting holders will be eligible to receive no less than $5.00 and no more than $10.00 per $1,000 principal amount of 8 7/8% notes.

Previously, the company stated that the consent fee of $2.50 per $1,000 principal amount would be paid in two installments, with 50% of the fee to be paid promptly following the expiration time, and the remaining 50% to be paid substantially concurrently with the consummation of the company’s acquisition.

According to a prior press release, the consent solicitations are being conducted due to the proposed acquisition by Logistics Acquisition Co. (UK) Ltd., an entity controlled by an affiliate of Goldman Sachs & Co. and Rhone Capital LLC, of all of the outstanding ownership interests of SPL Logistics Holdings, LLC, parent company of the issuers, and all of the outstanding ownership interests of SPL II, LLC.

Proposed amendment

Under each note indenture, the completion of the acquisition would constitute a change of control, which would require the applicable issuers to make a change-of-control offer to purchase the notes at 101 plus accrued interest.

The issuers are seeking consents to amend the indentures so that the acquisition does not constitute a change of control and the change-of-control offer would not be required.

The issuers are also seeking consents to add to, amend, supplement or change some defined terms and other related provisions in the indenture, including to treat certain payments to the investors or their affiliates following the acquisition in a similar manner as payments to the current sponsor.

Each consent solicitation requires the consents of at least a majority in principal amount of the outstanding notes to approve the amendments. Receipt of the required consents is not necessary to complete the acquisition, however, and each of the solicitations is being made independently and is not conditioned on the consummation of the other consent solicitation.

PIK toggle notes

As noted, the consent solicitation for the PIK toggle notes due 2018 will expire at 5 p.m. ET on Nov. 14.

The deadline for both of the consent solicitations was initially announced as 5 p.m. ET on Nov. 10, and the date was amended on Nov. 7 for the PIK toggle notes.

If enough consents are received and conditions are satisfied or waived, the issuers will pay to holders of outstanding notes who delivered valid consents prior to the expiration time a cash payment of $30.00 per $1,000 principal amount of the PIK toggle notes due 2018.

The consent fee for the PIK toggle notes was originally announced as $15.00, then amended on Nov. 7. The consent fee for the PIK toggle notes will be paid in one payment promptly following the expiration of the consent solicitation.

As previously stated, while the issuers expect to execute for each note series a supplemental indenture promptly after the receipt of the consents, the proposed amendments will not become operative until the effective date of, and contemporaneously with, the consummation of the acquisition.

According to the release, the supplemental indentures will provide that if the final consent fee has not been paid on or prior to the earlier of (i) the date that is five business days after the date upon which all applicable conditions are satisfied or waived and (ii) April 12, the indenture shall revert to the form in effect prior to the execution of the supplemental indentures.

Goldman Sachs & Co. (800 828-3182 or 212 902-6941) is the solicitation agent. D.F. King & Co. (866 828-0221 or 212 269-5550) is the information agent and tabulation agent.

Irving, Texas-based Neovia is a global non-asset-based provider of service parts logistics.

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