CEVA obtains required consents to amend 8 3/8%, 11 5/8%, 11½% notes

By Jennifer Chiou

New York, March 18 - CEVA Group plc announced the receipt of the needed consents in the tender offers and consent solicitations for its $562 million of outstanding 8 3/8% senior secured notes due 2017, $210 million of outstanding 11 5/8% senior secured notes due 2016 and $12.19 million of outstanding 11½% junior priority senior secured notes due 2018.

According to a company news release, holders had tendered $508,445,000, or 90.4%, of the 8 3/8% notes, $208.05 million, or 99.1%, of the 11 5/8% notes and all $12.19 million of the 11½% notes as of 5 p.m. ET on March 17, the consent date.

As previously reported, the 11½% notes became unsecured on May 2, 2013.

For each $1,000 principal amount, the company is offering $1,067.50 for the 8 3/8% notes, $1,064.50 for the 11 5/8% notes and $1,063.75 for the 11½% notes. Each of these payments includes a $30.00 consent payment for each note tendered by the consent date.

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

The tender offers will expire at midnight ET on March 31.

As previously noted, the company has an early settlement option it can exercise after the consent date. CEVA currently expects that the early payment date will be March 19 and the final payment date will be April 2.

CEVA is soliciting consents from the holders of the 8 3/8% notes and 11 5/8% notes to proposed amendments that would eliminate substantially all of the restrictive covenants and some events of default in the indentures, release of all of the liens on the collateral securing the notes and reduce from 30 days to three business days the minimum notice period for optional redemptions.

The company is soliciting consents from the holders of the 11½% notes to proposed amendments that would reduce from 30 days to three business days the minimum notice period for optional redemptions.

Consents were needed from the holders of at least a majority of the outstanding principal amount of a series of notes in order to amend that series, except that the proposed amendments related to the release of the liens on the collateral for the 8 3/8% notes and 11 5/8% notes required consents from the holders of at least 90% of the notes.

The company is executing supplemental indentures implementing the proposed amendments. The supplemental indentures will become effective upon execution, but the proposed amendments will not become operative until the early payment date.

The tender offers are expected to be financed with the proceeds from the issuance of $400 million principal amount of new first-priority senior secured notes and $425 million principal amount of new first-and-a-half priority senior secured notes and/or the proceeds from the refinancing of CEVA's senior secured credit facilities, which new senior secured credit facilities will include a $600 million term loan facility as well as a revolving credit facility and a synthetic letter-of-credit facility.

The consummation of the tender offers and consent solicitations is conditioned upon, among other things, financing and the receipt of the consents of holders of at least a majority of the outstanding principal amount of each series of notes.

The dealer manager and solicitation agent is Credit Suisse Securities (USA), LLC (212 538-2147 or 800 820-1653). The tender agent is D.F. King & Co., Inc. (800 714-3312 or 212 269-5550).

CEVA is a non-asset based supply chain management company based in Hoofddorp, the Netherlands. It launched the offers on March 4.

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