Solera’s Audatex extends tender for two notes, gets needed consents

By Susanna Moon

Chicago, Nov. 23 – Solera Holdings, Inc.’s indirect wholly owned subsidiary, Audatex North America, Inc., amended the tender offer for its outstanding 6% senior notes due 2021 and 6 1/8% senior notes due 2023.

The tender offer now will end at 5 p.m. ET on Jan. 13, extended from 5 p.m. ET on Dec. 8, and the early tender deadline was pushed back to 5 p.m. ET on Jan. 6 from 5 p.m. ET on Nov. 20. The offer began Nov. 6.

As of the original early deadline, the company had received tenders and consents for $1,673,156,000 principal amount, or 99.3%, of the 2021 notes and for $1,386,433,000 principal amount, or 97.98%, of the 2023 notes, according to a company press release.

The company said it received the needed consents to amend the note indentures to eliminate or modify substantially all of the restrictive covenants, to eliminate all events of default other than failure to pay principal, premium or interest and to eliminate all conditions to satisfaction and discharge and all conditions to be satisfied in the event of defeasance.

As a result, the company executed supplemental indentures to the notes, which will become operative when the tendered notes are settled.

The company also had begun change-of-control offers to purchase the notes at 101% of par plus accrued interest, which it terminated after receiving the needed consents in the tender offer and consent solicitation.

The change-of-control offer had been set to end at 5 p.m. ET on Dec. 8.

The offers were made in connection with the acquisition of Solera by Vista Equity Partners, as previously noted.

Tendered notes may no longer be withdrawn as of the original early deadline.

Holders who tender their notes and provide their consents by the early tender deadline will receive $1,012.50 per $1,000 principal amount of notes, which includes an early premium of $50.00 per $1,000 principal amount.

Those who tender their notes and provide their consents after the early tender date will receive $962.50 per $1,000 principal amount.

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

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

The tender offer is conditioned on receiving the required consents and completion of the merger and financing conditions, the company previously said.

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

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

The company plans to fund the tender offer with proceeds from debt financing.

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.

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

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