Neovia Logistics enters supplemental indenture for 8 7/8% notes

By Jennifer Chiou

New York, Nov. 18 – Neovia Logistics, LLC announced that holders delivered the needed consents to amend the 8 7/8% senior secured notes due 2020 issued by subsidiaries Neovia Logistics Services, LLC and Neovia Logistics Finance Corp., and the company has subsequently entered into the fourth supplemental indenture for the notes.

As reported, the company obtained the requisite consents for the 10%/10¾% senior PIK toggle notes due 2018 issued by subsidiaries Neovia Logistics Intermediate Holdings, LLC and Neovia Logistics Intermediate Finance Corp. The consent solicitation for the PIK toggle notes ended at 5 p.m. ET on Nov. 14.

The solicitation for the 8 7/8% notes ended at 5 p.m. ET on Nov. 17. Both consent solicitations began on Oct. 28.

The original consent deadline for the 8 7/8% notes was 5 p.m. ET on Nov. 10. At 5 p.m. ET on Nov. 12, holders had delivered consents for about 44% of the 8 7/8% notes.

As previously noted, the consent solicitations are related 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.

The supplemental indenture will become operative on the completion of the acquisition.

Proposed amendment

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

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

Each consent solicitation required the consents of at least a majority 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 completion of the other consent solicitation.

Consent fee

The company previously changed the consent fee for the 8 7/8% notes.

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.

The company previously said 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 half to be paid substantially concurrently with the completion of the company’s acquisition.

As previously announced, the consent payment is $30.00 per $1,000 principal amount of the PIK toggle notes.

The consent fee for the PIK toggle notes was amended from $15.00 on Nov. 7.

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

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

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.