Advanced Lighting Technologies, Inc. Announces Extension Of Exchange Offer For All Outstanding 10.50% Senior Secured Notes Due 2019 And 12.50% Senior Secured Pik Notes Due 2019
GLENWILLOW, Ohio, Sept. 18, 2017 /PRNewswire/ -- Advanced Lighting Technologies, Inc. (the "Company") announced today that it is extending its exchange offer (the "Exchange Offer") to exchange all of its outstanding 10.50% Senior Secured Notes due 2019 and 12.50% Senior Secured PIK Notes due 2019 (collectively, the "Notes") for (i) new Second Lien Notes due 2023 (the "New Notes") and (ii) membership interests of Advanced Lighting Technologies, LLC (the "Membership Interests").
The expiration time (the "Expiration Time") is being extended to allow additional time for Eligible Holders (as defined below) who have not yet tendered their Notes to tender their Notes in the Exchange Offer. The Expiration Time was previously scheduled to expire at 11:59 p.m., New York City time, on Friday, September 15, 2017 and will expire at 5:00 p.m., New York City time, on Friday, September 22, 2017 (the "Extended Expiration Time"). In connection with such extension, the parties to the Support Agreement (as defined in the Company's Offer and Consent Solicitation Statement, dated as of August 18, 2017 (the "Offer Statement")) will extend the date upon which the Required Supporting Noteholders (as defined in the Support Agreement) have the right to elect to terminate the Support Agreement from September 29, 2017 to October 6, 2017. Except as set forth above, all other terms of the Exchange Offer remain the same. Such terms, provisions and conditions are described more fully in the confidential Offer Statement and the accompanying Letter of Transmittal and Consent, dated as of August 18, 2017, copies of which were previously distributed to Eligible Holders of the Notes. The Company may elect to further extend the Expiration Time for any length of time, subject to the terms of Support Agreement, but is under no obligation to do so. Unless there is another extension, settlement for all Notes validly tendered and not withdrawn on or before the Extended Expiration Time, whether made prior to or after this announcement, is expected to be within two business days after the Extended Expiration Time or as soon as practicable thereafter. The Withdrawal Deadline for the Exchange Offer has passed, and therefore any Notes tendered in the Exchange Offer may no longer be withdrawn (and the related consents to certain proposed amendments to the Indenture (as defined below) may no longer be revoked).
As of 11:59 p.m., New York City time, on Friday, September 15, 2017, 91.64% of the Notes have been validly tendered and not withdrawn. Holders of Notes who have already tendered their Notes do not have to re-tender their Notes or take any other action as a result of the extension of the Expiration Time.
The Company previously notified Eligible Holders that, pursuant to its solicitation of consents in connection with the Exchange Offer (the "Consent Solicitation"), it had received the requisite consents needed to approve certain proposed amendments to that certain indenture, dated as of June 1, 2012, among the Company, U.S. Bank National Association, as the Trustee and Collateral Agent (the "Trustee") and guarantors party thereto (as amended and supplemented from time to time prior to the date hereof, the "Indenture"), under which the Notes were issued, to (i) eliminate substantially all of the restrictive covenants and certain default provisions contained in the Indenture and (ii) release the collateral securing the Notes. The Consent Solicitation relating to the Notes expired on September 1, 2017 at 5:00 p.m., New York City time (the "Consent Time"). As of the Consent Time, holders of $169,514,046 principal amount of Notes, representing 91.64% of the total principal amount of Notes outstanding, had validly tendered their Notes and delivered their consents.
Only holders of Notes that are (1) "accredited investors" as defined in Rule 501 of the Securities Act of 1933, as amended (the "Securities Act") or (2) "non-U.S. persons" as defined in Regulation S under the Securities Act, for holders located outside the United States are eligible to participate in the Exchange Offer ("Eligible Holders"). Eligible Holders should consult the Offer Statement and related material in their entirety for a full description of the terms and conditions of the Exchange Offer.
Forward-Looking Statements
This notice contains forward-looking statements that are based on management's current expectations and observations. Included among the factors that, in the Company's view, could cause actual results to differ materially from the forward-looking statements contained in this notice are the following: the Exchange Offer is subject to termination or amendment as provided in the Offer Statement; and other factors listed from time to time in the Company's documents that are made available on its investor relations website and, in some cases, attached to the Offer Statement, including, without limitation, its Annual Report for the year ended March 31, 2017 and its subsequent quarterly and periodic reports. The Exchange Offer is subject to certain conditions, and presents certain risks for Eligible Holders who tender, as set forth more fully in the Offer Statement and related documents. Those documents contain important information, and Eligible Holders should read them carefully before making any decision.
This notice is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell with respect to any securities nor is this announcement an offer or solicitation of an offer to sell new securities. The Exchange Offer is made solely pursuant to the Offer Statement, which the Company has distributed to Eligible Holders of the Notes. The Exchange Offer is not being made to, nor will tenders or subscriptions be accepted from or on behalf of, holders in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction.
The Exchange Offer, the Consent Solicitation, the issuance of the Membership Interests, the issuance of the New Notes, and the issuance of the First Lien Credit Facility Warrants (as defined in the Offer Statement) have not been registered under the Securities Act or any other applicable securities laws and, unless so registered, such Membership Interests, New Notes, or First Lien Credit Facility Warrants may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
Contact: Tom Long, 212-269-5550, tlong@dfking.com
SOURCE Advanced Lighting Technologies, Inc.
