Jaguar begins tender offer for $410 million 8 1/8% notes due 2021

By Marisa Wong

Madison, Wis., March 3 – Jaguar Land Rover Automotive plc began a cash tender offer for its outstanding $410 million 8 1/8% senior notes due 2021 on Tuesday, according to a 6-K filing with the Securities and Exchange Commission.

The company is also soliciting consents to amendments to the indenture governing the notes. The proposed amendments would eliminate substantially all of the restrictive covenants and some events of default and related provisions contained in the indenture, according to a press release.

The tender offer and consent solicitation will expire at 11:59 p.m. ET on March 30.

Holders who tender their notes by 5 p.m. ET on March 16, the early tender date, will be eligible to receive the total consideration, which includes an early tender premium, on the early settlement date on March 17.

Holders who tender their notes after the early tender date but prior to the expiration time will only be eligible to receive the late consideration, which is the total consideration less the early tender premium, on the final settlement date on March 31.

The total consideration payable for each $1,000 principal amount of notes tendered and accepted for payment will be determined using the bid-side yield to maturity of the 0.25% U.S. Treasury note due May 15, 2016 as of 10 a.m. ET on March 16 and a fixed spread of 50 basis points.

The early tender premium is $30 per $1,000 principal amount.

The company said it will also pay accrued interest to the applicable settlement date.

Holders cannot tender their notes without delivering their consents and vice versa.

Tenders may be withdrawn and consents revoked prior to the early tender deadline but not after.

The company has conditioned its purchase of notes on receiving consents from holders of a majority in principal amount of the outstanding notes.

The company said there is no assurance that the tender offer will be subscribed for in any amount.

The issuer may choose to purchase any of the 8 1/8% notes after the tender offer through open market or privately negotiated transactions, through one or more additional tender or exchange offers or by redemption under the terms of the indenture governing the notes, the 6-K noted.

The Coventry, England-based automaker expects to fund the tender offer for the 8 1/8% notes with proceeds from a $500 million new issue of five-year senior notes, according to another announcement on Tuesday.

J.P. Morgan Securities LLC (attn.: liability management group, 866 834-4666, 212 834-4811) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (212 269-5550 for banks and brokers, 866 416-0553 for all others, jaguar@dfking.com) is the tender agent.

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