ARC Document Solutions gets needed consents to amend 10½% notes

By Marisa Wong

Madison, Wis., Dec. 17 - ARC Document Solutions, Inc. announced that holders representing $127.5 million, or about 68%, of its outstanding $187.7 million 10½% senior notes due 2016 had tendered their notes and delivered their consents as of 5 p.m. ET on Dec. 16, the consent payment deadline of its previously announced cash tender offer for any and all of the outstanding notes and consent solicitation.

The company said it received enough consents to adopt the proposed amendments to the indenture governing the notes and expects to enter into a supplemental indenture effecting the changes.

As previously announced, the company solicited consents for amendments that would eliminate substantially all of the restrictive covenants and some events of default and reduce the minimum redemption notice period to three business days from 30 days. In order for the proposed changes to take effect, holders of a majority in principal amount of the outstanding notes had to deliver their consents.

Holders who tender their notes will be deemed to have delivered their consents to the amendments. Holders may not tender their notes without delivering their consents and vice versa.

Holders may no longer withdraw tendered notes or revoke consents.

Holders who tendered their notes by the consent payment deadline will receive the total consideration of $1,060 per $1,000 principal amount of notes. The total purchase price includes an early tender and consent payment of $30 per $1,000 of notes.

Any notes tendered after the consent payment deadline but on or prior to the expiration date will be purchased at a price of $1,030 per $1,000 of notes.

In both cases, holders will receive accrued interest from the last interest payment date to, but not including, the applicable settlement date.

ARC Document began the tender offer on Dec. 3. The tender offer will expire at 11:59 p.m. ET on Dec. 31.

The tender offer is conditioned on the receipt of sufficient proceeds from a new senior secured term loan facility to fund the offer. The company launched a $205 million five-year term loan B on Dec. 3, as reported by Prospect News.

J.P. Morgan Securities LLC (212 270-3153) and Wells Fargo Securities, LLC (866 309-6316) are dealer managers and solicitation agents for the tender offer. Wells Fargo Bank, NA will act as the depositary. i-Deal LLC (888 593-9546) is the information agent.

The document solutions company is based in Walnut Creek, Calif.

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