Solera’s Audatex begins tender offer, change-of-control offer for 6% notes, 6 1/8% notes

By Angela McDaniels

Tacoma, Wash., Nov. 6 – Solera Holdings, Inc.’s indirect wholly owned subsidiary, Audatex North America, Inc., began a tender offer for its outstanding 6% senior notes due 2021 and 6 1/8% senior notes due 2023, according to a company news release.

The company is also soliciting consents to proposed amendments to the indentures governing the notes.

Concurrently with but separate from the tender offer and the consent solicitation, the company has begun change-of-control offers to purchase the notes at 101% of par plus accrued interest.

Notes tendered in the tender offer may not be tendered in the change-of-control offer.

If the requisite consents are received and the proposed amendments become effective, the company will terminate the change-of-control offer.

The offers are being held in connection with, and each is expressly conditioned on, the acquisition of Solera by Vista Equity Partners.

The company plans to fund the tender offer and the change-of-control offer with proceeds from debt financing transactions.

Tender offer, consent

The tender offer will expire at 5 p.m. ET on Dec. 3.

Holders who tender their notes and provide their consents by 5 p.m. ET on Nov. 20 will receive $1,012.50 per $1,000 principal amount of notes, which amount includes an early participation premium equal to $50.00 per $1,000 principal amount.

Holders who tender their notes and provide their consents after the early tender date but at or prior to the expiration date will receive $962.50 per $1,000 principal amount.

The company will also pay accrued interest up to but excluding the settlement date.

The primary purpose of the consent solicitation and proposed amendments is to eliminate or modify substantially all of the restrictive covenants relating to the company and its subsidiaries, to eliminate all events of default other than failure to pay principal, premium or interest on the notes and to eliminate all conditions to satisfaction and discharge and all conditions to be satisfied in the event of defeasance.

Holders may not tender their notes in the tender offer without delivering their consents and vice versa.

Consummation of the tender offer is subject to the receipt of requisite consents, the consummation of the merger and financing conditions.

The merger is expected to close in December, and the company expects the consummation of the tender offer and the consent solicitation to coincide with the closing of the merger.

The consummation of the merger is not conditioned on the tender offer or the consent solicitation.

The information and tender agent is Global Bondholder Services Corp. (866 470-4300 or 212 430-3774). Goldman Sachs & Co. (800 828-3182 or 212 902-5138) is the dealer manager.

Change-of-control offer

The change-of-control offer will end at 5 p.m. ET on Dec. 8.

The offer is conditioned on the consummation of the merger.

The merger is expected to close in December, and the company expects the consummation of the change-of-control to coincide with the closing of the merger.

Solera is a Westlake, Texas-based provider of software and services to the automobile insurance claims processing industry.

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