Nebraska Book Holdings, Inc.* (OTC Pink: NEEB) (the "Company") today announced that it has extended its offer to exchange (the "Exchange Offer") 2.0 percent Convertible Senior PIK Notes due 2026 (the "New Senior Notes") for any and all outstanding 15.0 percent Senior Secured Notes due 2016 (the "Existing Notes").
Extension of Exchange Offer
The Exchange Offer was
previously scheduled to expire at 12:00 midnight, New York City time, on
August 30, 2016, unless extended. As of the close of business on August
30, 2016, approximately $83.4 million in principal amount, or 75.8
percent, of the Existing Notes have been validly tendered for exchange
for New Senior Notes in the Exchange Offer and not validly withdrawn.
The new expiration date for the Exchange Offer is 12:00 midnight, New
York City time, on September 16, 2016, unless further extended by the
Company (the "Expiration Time"). At the Expiration Time, the Company
will accept all Existing Notes tendered and not withdrawn, provided that
the remaining Exchange Offer conditions have been satisfied or waived
and the Expiration Time has not been further extended. The amount of New
Senior Notes to be issued will be determined based upon the amount of
Existing Notes tendered and accepted in the Exchange Offer and the
amount of accrued and unpaid interest due at the completion of the
Exchange Offer. Assuming all the Existing Notes are exchanged as of
September 19, 2016, a maximum of approximately $132.2 million in New
Senior Notes would be issued.
Amendment to Existing Notes Forbearance Agreement
The
Company is also announcing that it has entered into a fourth amendment
to the forbearance agreement (such agreement, as amended by the first,
second and third amendments, the "Existing Notes Forbearance Agreement")
with major noteholders, including MAST Capital Management, LLC on behalf
of certain funds managed by it, and other noteholders (together, the
"Forbearing Noteholders"), who collectively hold in excess of 75.0
percent of the Existing Notes. Pursuant to the fourth amendment to the
Existing Notes Forbearance Agreement, each of the Forbearing Noteholders
will forbear from exercising certain rights and remedies under the
indenture (the "Indenture") governing the Existing Notes relating to
certain events of default, including the failure to pay principal,
premium and interest that is currently due on the Existing Notes, or
initiating or joining any lawsuits or complaints relating to the
Indenture, until the earlier of 5:00 p.m. New York City time on
September 19, 2016, or the occurrence of certain events of default
specified in the Existing Notes Forbearance Agreement. The Existing
Notes Forbearance Agreement, as amended, is intended to provide the
Company a further opportunity to negotiate a restructuring of its
indebtedness represented by the Existing Notes. The Company is actively
negotiating with the Forbearing Noteholders the terms of potential debt
restructuring arrangements with the objective of reaching an agreement
by the end of the forbearance period.
Amendment to ABL Credit Facility Forbearance Agreement
As
previously disclosed, the Company has entered into a forbearance
agreement with the agent and required lenders under its ABL credit
facility pursuant to which they agreed not to exercise any of their
rights or remedies with respect to specified defaults until August 31,
2016. This forbearance agreement has been amended to extend the
termination date of the forbearance period through 11:59 p.m. New York
City time on September 19, 2016.
Conditions to the Exchange Offer
The closing of the Exchange
Offer is subject to customary conditions, which the Company may assert
or waive. These conditions include: (1) 90.0 percent of the outstanding
aggregate principal amount of the Existing Notes is validly tendered and
not withdrawn; (only Existing Notes that have not been reacquired by the
Company will be counted in determining the amount of Existing Notes
outstanding for purposes of determining the satisfaction of the minimum
tender condition); (2) finalizing definitive documentation for a new
senior term loan with terms and conditions reasonably acceptable to the
Company and MAST, as lender; (3) finalizing definitive documentation for
a participation agreement with certain holders of the Existing Notes;
and (4) other customary conditions described in the Company's Offering
Memorandum.
The complete terms and conditions of the Exchange Offer are described in the Company's Offering Memorandum dated March 18, 2016, as amended by the Company's press release dated April 15, 2016, the Company's press release dated April 29, 2016, the Company's press release dated May 31, 2016, the Company's press release dated June 30, 2016, the Company's press release dated July 29, 2016, this press release, the Letter of Transmittal and Eligibility Packet that were previously distributed to holders of the Existing Notes, and the audited consolidated financial statements of the Company as of March 31, 2015, and March 31, 2016, and for the three years ended March 31, 2016, and its unaudited financial statements as of June 30, 2016, and for the quarters ended June 30, 2015, and June 30, 2016, all of which are incorporated herein by reference and which may be obtained on the Company's website, www.nebook.com, under the "News" and "Financial" tabs.
Agents for the Exchange Offer
The Company has engaged
Computershare as the exchange agent and Georgeson LLC as the information
agent for the Exchange Offer. Persons with questions regarding the
Exchange Offer or who want to obtain additional copies of the Company's
Offering Memorandum, the Letter of Transmittal and the Eligibility
Packet should contact Georgeson LLC by telephone at 1-888-206-0860 or by
email at nebraskabook@georgeson.com.
Forward-Looking Information Is Subject to Risk and Uncertainty
This
press release contains forward-looking statements that involve risks and
uncertainties, as well as assumptions that, if they do not fully
materialize or prove incorrect, could cause the company's business and
results of operations to differ materially from those expressed or
implied by such forward-looking statements.
Such forward-looking statements include statements that discuss management's beliefs and assumptions and can be identified by the use of words such as "will," "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "intends," "potential," "continue," or the negative of such terms, or other comparable terminology. These forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
Additional information regarding forward-looking statements, as well as additional risks and uncertainties that may affect results and could cause results to differ materially from those expressed in such forward-looking statements, is contained in the Risk Factors section of the Company's Offering Memorandum that was previously distributed to holders of the Existing Notes.
About Nebraska Book Holdings, Inc.
Nebraska Book Holdings,
Inc., more commonly known as Nebraska Book Company, began in 1915 as an
independent college bookstore and is now a key resources partner to over
2,000 independent college retailers nationwide. With its strategic
business services and technology offerings, including localized
e-commerce capabilities, back-end system access and support as well as
textbook solutions, Nebraska Book Company is devoted to supporting and
strengthening independent higher education retailers across the United
States. For more information about Nebraska Book Company, visit www.nebook.com.
The Company's website is not part of or being incorporated into the
Exchange Offer.
*Nebraska Book Holdings, Inc. common stock is not listed, traded or quoted on any U.S. stock exchange but is quoted on the OTC Pink Market under the symbol NEEB.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160831005341/en/
Nebraska Book Holdings, Inc.
Julie Himmelberg, 402-421-0520
jhimmelberg@nebook.com
© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
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