CEVA starts tender offer, consent solicitation for 12%, 10% notes

By Angela McDaniels

Tacoma, Wash., Feb. 25 - CEVA Group plc has begun a tender offer and consent solicitation for its €120 million and $127 million 12% second-priority senior secured notes due 2014 and $400 million 10% second-priority senior secured notes due 2014, according to a company news release.

The offer is for the maximum principal amount of the notes that CEVA can purchase for the maximum total consideration, which will be €400 million minus the Apollo exchange amount and excludes accrued interest.

Apollo Management VI, LP, the indirect controlling shareholder of CEVA, has committed to privately exchange all of the notes it holds for new preferred priority junior secured notes. Apollo will receive the equivalent principal amount of new notes as if it had participated in the tender offer on a pro rata basis with other holders and had received the total consideration for the notes owned by it and then used those cash proceeds - this cash amount being the "Apollo exchange amount" - to participate in the offering of new notes.

Holders will receive 103% of par for 12% notes and par for 10% notes, including a 5% early consent payment for notes tendered with consents by 5 p.m. ET on March 9.

Holders will also receive accrued interest up to but excluding the payment date.

The tender offer will expire at midnight ET on March 23.

CEVA is soliciting consents to adopt proposed amendments to the indentures governing the notes and related collateral documents to eliminate substantially all of the restrictive covenants and some events of default and related provisions and to release of all of the liens on the collateral securing the notes.

The proposed amendments will only become operative if consents are received for at least 90% of the notes, excluding notes held by CEVA or any of its affiliates including Apollo.

The company said that if it receives the needed consents, it expects to increase the maximum payment amount and purchase all notes that are validly tendered.

The tender offer is conditioned on, among other things, the receipt of enough funds from the offering of new preferred priority junior secured notes to fund the tender offer. It is not conditioned on a minimum principal amount of notes being tendered.

The dealer manager and solicitation agent for the tender offer and consent solicitation is Credit Suisse Securities (USA), LLC (212 325-5912, +44 20 7883 7161 or 800 820-1653). The information agent is D.F. King & Co., Inc. (800 431-9645, 212 269-5550 or +44 20 7920 9700).

CEVA is a logistics and supply chain management company based in Hoofddorp, the Netherlands.

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