Tiger tenders, begins consent bids for Tech Data 3.7%, 4.95% notes

By Wendy Van Sickle

Columbus, Ohio, March 10 – Tiger Merger Sub Co. began a solicitation of consents from holders of Tech Data Corp.’s $500 million of 4.95% senior notes due 2027 (Cusip: 878237AGI) and concurrent but separate tender offers and consent solicitations relating to those notes as well as Tech Data’s $500 million of 3.7% senior notes due 2022 (Cusip: 878237AH9), according to a news release.

The consent solicitations and tender offers are being conducted in connection with the previously announced merger agreement under which Tiger Midco, LLC, the parent of Tiger Merger Sub, has agreed to acquire Tech Data.

The merger would constitute a “change of control” under the notes, and the proposed amendments would eliminate the requirement for Tech Data to make a change-of-control offer for the notes in connection with the merger and make certain other customary changes for a privately held company to the change-of-control provisions.

Under the separate consent solicitation for the 4.95% notes, holders who deliver their consents to the amendments by the deadline, 5 p.m. ET on March 24, will be eligible to receive a consent fee of $5 per $1,000 principal amount of notes.

Under the tender offers and consent solicitations, Tiger Merger Sub is offering to purchase for cash any and all of the notes tendered with related consents to the proposed amendments.

Holders are being offered a total consideration of $1,015 per $1,000 principal amount of 4.95% notes and $1,012.50 per $1,000 principal amount of 3.7% notes tendered by the early participation time, 5 p.m. ET on March 24.

In each case, the total consideration includes a $30 early participation premium that will not be paid to holders who tender after the early deadline.

The tender offers will expire at 5 p.m. ET on April 7.

Holders who participate in the tender offers will also receive accrued interest to, but excluding, the settlement date.

Holders who tender their notes and related consents as part of the offers to purchase may not provide consents as part of the separate consent solicitation, and holders who provide consents as part of the separate solicitation may not tender their notes and related consents as part of the tender offer.

Approval of the proposed amendments requires consents from the holders of at least a majority in principal amount of a series of notes, excluding any notes owned by Tech Data or its affiliates.

Consents received in both the consent solicitation and as part of the separate tender offer for the 4.95% notes will be aggregated for purposes of determining whether the requisite consents are received.

Payment of the consent fee is conditioned on receipt of requisite consents and closing of the merger. If the requisite consents are not received, Tiger Merger Sub plans to terminate the consent solicitation and begin a change-of-control offer for the notes.

Credit Suisse Securities (USA) LLC (212 538-1862), Mizuho Securities USA LLC (212 205-7736) and RBC Capital Markets, LLC (212 618-7843) are the solicitation agents and dealer managers.

Global Bondholder Services Corp. (212 430-3774 or 866 807-2200) is the information and tender agent.

Based in Clearwater, Fla., Tech Data is a technology products distribution company. Tiger Merger Sub is an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc.

© 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.