Disclosure NewswireTMiCrowdNewswire - Feb 15, 2018
BALA CYNWYD, Pa., — PaperWorks Industries, Inc. (“PWI”) and PaperWorks Industries Holding Corp. (“Holdings” and together with PWI, the “Offerors”) today announced the expiration of their previously announced exchange offer and related consent solicitation (the “Exchange Offer”) to holders of PWI’s 9.500% Senior Notes due 2019 (the “Notes”) to exchange such Notes for (i) shares of newly-issued common stock of Holdings, (ii) an aggregate principal amount of $45 million of a new senior secured term loan due 2023, and (iii) subscriptions for $70 million of a new secured term loan facility due 2023.
The Exchange Offer expired on February 13, 2018, at 11:59 p.m., New York City time (the “Expiration Time”). At the Expiration Time an aggregate amount of $355,573,000 in aggregate principal amount of the Notes (or 98.77%) had been tendered in the Exchange Offer. The Exchange Offer was conditioned upon, among other things, the receipt of tenders from holders representing at least 99% aggregate principal amount of the Notes (the “Minimum Participation Condition”), but, in accordance with the terms and conditions of the Exchange Offer, the Noteholders that are party to the Restructuring Support Agreement, dated as of December 20, 2017, as amended, consented to the Offerors’ waiver of the Minimum Participation Condition. The Offerors have elected to waive the Minimum Participation Condition and accept all validly tendered Notes. The Offerors will settle the Exchange Offer as soon as practicable following the Expiration Time with respect to any and all Notes validly tendered.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements represent management’s current expectations and are based upon information available to the Offerors at the time of this press release. Statements in this press release that are not historical or current facts are “forward‑looking statements.” Such forward-looking statements include statements using words such as “anticipate,” “expect,” “believe,” “continue,” “will,” “may,” “estimate,” “assume,” “presume,” “pursue,” “outlook,” “plan,” “goal,” “milestone” and similar expressions. Such statements are subject to a number of risks, uncertainties and assumptions that may cause actual results, developments, or achievements to differ materially from those projected or implied in these statements including, but not limited to, potential restructuring of the Offerors’ outstanding debt and related effects on the holders of its common stock; potential limitations on the Offerors’ ability to maintain contracts and other critical business relationships; risks associated with general economic and business conditions; requirements for adequate liquidity to fund its operations in the future, including obtaining sufficient financing on acceptable terms; other matters related to the potential restructuring and its indebtedness; and the risk factors and known trends and uncertainties described in the Offerors’ most recent periodic reports provided to noteholders.
Accordingly, readers should not place undue reliance on forward-looking statements. The Offerors do not intend to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
The complete terms and conditions of the Exchange Offer are set forth in the Offering Memorandum and Disclosure Statement that have been sent to the Depository Trust Company and the applicable holders of the Notes. BMC Group, Inc. (“BMC”) is acting as exchange agent, information agent and consent solicitation agent, as applicable, with respect to the Exchange Offer. Questions regarding the Exchange Offer and requests for copies of the Offering Memorandum and Disclosure Statement may be directed to BMC at 888-909-0100.
Not an Offer of Securities
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
About PaperWorks Industries, Inc.
PWI is a leading, integrated North American full-service provider of recycled paperboard and specialized folding cartons for packaging applications serving over 700 clients from seven strategic locations. PWI is committed to the highest sustainable forestry and procurement standards. Product certifications include the Forest Stewardship Council and the 100% Recycled Paperboard Alliance. Additional information can be found at www.paperworksindustries.com.