CEVA Group Plc Announces Receipt of Requisite Consents to Amend Indentures Pursuant to Exchange Offers and Consent Solicitations
London, UK – 24 April 2013 – CEVA Group Plc (“CEVA” or the “Company”), one of the world’s leading non-asset based supply chain management companies, announced today that, in connection with its ongoing private exchange offers (the “Exchange Offers”) and consent solicitations (the “Consent Solicitations”) made pursuant to a Confidential Offering Memorandum, Consent Solicitation and Disclosure Statement dated 3 April 2013 (the “Offering Memorandum”), it has received tenders and consents as of 5:00 p.m., New York City time, on 22 April 2013 (the “Consent Time” and “Withdrawal Deadline”), of (i) an aggregate principal amount of approximately $664 million of its 11.5% Junior Priority Secured Notes due 2018 (the “Second Lien Notes”), (ii) an aggregate principal amount of approximately $531 million of its 12.75% Senior Notes due 2020 (the “Senior Unsecured Notes”) and (iii) an aggregate principal amount of approximately $113 million of its Senior Unsecured Bridge Loans (the “Bridge Loans”).
Based on the tenders and consents received, the Company has received the required majority of consents necessary for the adoption of proposed amendments (the “Proposed Amendments”) to the indentures governing the Second Lien Notes and the Senior Unsecured Notes. Such Proposed Amendments will (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained therein, (ii) permit CEVA and its affiliates who are holders of the Second Lien Notes and the Senior Unsecured Notes to vote on any consents, amendments or waivers to the applicable indentures and (iii) with respect to the indenture governing the Second Lien Notes, provide for the release of all of the liens on the collateral securing the Second Lien Notes, including by terminating or amending, as applicable, the related security documents.
The Company will promptly enter into supplemental indentures to the indentures governing the Senior Unsecured Notes and the Second Lien Notes to implement the Proposed Amendments, which will become effective upon the closing of the Exchange Offers. The supplemental indentures, when effective, will be binding on holders of the Senior Unsecured Notes and the Second Lien Notes that are not tendered for exchange in the Exchange Offers. In accordance with the terms of the Exchange Offers and Consent Solicitations, each eligible holder that validly tendered, and did not validly withdraw, its Second Lien Notes, Senior Unsecured Notes, 12% Second-Priority Senior Secured Notes due 2014 (the “Unexchanged Notes” and, together with the Senior Unsecured Notes and the Bridge Loans, the “Senior Unsecured Debt”) and Bridge Loans prior to the Consent Time and the Withdrawal Deadline, shall receive the previously announced consent fee / early tender fee if the Exchange Offers are consummated. As a result of the occurrence of the Consent Time and the Withdrawal Deadline, tendered Second Lien Notes and Senior Unsecured Debt may no longer be withdrawn (except in the limited circumstances described in the Offering Memorandum).
As of 5:00 p.m., New York City time, on Monday, 22 April 2013, assuming eligible holders who have subscribed in the Rights Offering (as defined below) have or will validly tender their Second Lien Notes and Senior Unsecured Debt in the Exchange Offers prior to the Expiration Time, subscriptions and backstop commitments of approximately $215 million to purchase new series A-1 convertible preferred equity interests to be issued by CEVA Holdings LLC (“Holdings”) had been received in the previously announced rights offering (the “Rights Offering”) (which is incremental to the €65 million U.S. dollar equivalent investment being committed by one of the Company’s largest institutional investors). The Company reserves its right to waive the condition to the Exchange Offers that the Rights Offering be completed in an aggregate amount not less than $224.2 million.
The Exchange Offers and the Consent Solicitations are being conducted in connection with CEVA’s previously announced financial recapitalization plan that will reduce substantially CEVA’s overall debt and interest costs, as well as increase liquidity and strengthen its capital structure (the “Recapitalization”). As previously announced, the Exchange Offers will expire at midnight, New York City time, on Tuesday, 30 April 2013 (the “Expiration Time”), unless terminated, withdrawn earlier or extended. Except as set forth above, all other terms of the Exchange Offers and the Consent Solicitations remain the same.
None of CEVA, Holdings or any other person makes any recommendation as to whether holders should tender their securities in the Exchange Offers or provide the consents to the Proposed Amendments in the Consent Solicitations, and no one has been authorized to make such a recommendation. Holders of securities should read carefully the Offering Memorandum before making any decision with respect to the Recapitalization. In addition, holders must make their own decisions as to whether to tender their securities in the Exchange Offers, and if they so decide, the principal amount of the securities to tender.
The new securities being offered in the Exchange Offers have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.
The Exchange Offers are being made in the United States only to holders of securities who are both “qualified institutional buyers” or institutional “accredited investors” and “U.S. persons” and outside the United States only to persons other than “U.S. persons” who are “non-U.S. qualified offerees” (in each case, as such terms are used in the letter of eligibility). The Exchange Offers are made only by, and pursuant to, the terms set forth in the Offering Memorandum. The Exchange Offers are subject to certain significant conditions. The complete terms and conditions of the Exchange Offers are set forth in the Offering Memorandum and other documents relating to the Recapitalization, which have been distributed to eligible holders of securities. CEVA and Holdings have the right to amend, terminate or withdraw the Exchange Offers and the Consent Solicitations, at any time and for any reason, including if any of the conditions to the Exchange Offers is not satisfied.
Documents relating to the Exchange Offers and the Consent Solicitations, including the Offering Memorandum will only be distributed to holders of securities who complete and return a letter of eligibility confirming that they are within the category of eligible holders for the Exchange Offers and the Consent Solicitations. Holders of securities who desire a copy of the eligibility letter should contact Garden City Group, the exchange agent for the Exchange Offers, at (855) 454-1733.
CEVA Making Business Flow
CEVA, one of the world’s leading non-asset based supply chain management companies, designs and implements industry leading solutions for large and medium-size national and multinational companies. Approximately 50,000 employees in nearly 170 countries are dedicated to delivering effective and robust supply chain solutions across a variety of sectors where CEVA applies its operational expertise to provide best-in-class services across its integrated network. For the year ending 31 December, 2012, the Company and its subsidiaries reported revenues of €7.2 billion. For more information, please visit www.cevalogistics.com
For more information please contact:
Mike Darcy, CEVA
mike.darcy@cevalogistics.com
+31 622 482604
Cautionary Statement
This news release is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. The offers to exchange the securities are only being made pursuant to the Offering Memorandum that CEVA is distributing to eligible holders of the securities. The Exchange Offers are not being made to holders of the securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
This news release is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) who fall within Article 49(2)(a) to (d) of the Order or (iv) to whom this press release may otherwise be directed without contravention of section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as “Relevant Persons”). This news release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Safe Harbor Statement:
This news release may contain forward-looking statements. These statements include, but are not limited to, discussions regarding industry outlook, the Company’s expectations regarding the performance of its business, its liquidity and capital resources, its guidance for 2013 and beyond, and the other non-historical statements. These statements can be identified by the use of words such as “believes” “anticipates,” “expects,” “intends,” “plans,” “continues,” “estimates,” “predicts,” “projects,” “forecasts,” and similar expressions. All forward-looking statements are based on management’s current expectations and beliefs only as of the date of this press release and, in addition to the assumptions specifically mentioned in the above paragraphs, there are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the effect of local and national economic, credit and capital market conditions, a downturn in the industries in which we operate (including the automotive industry and the airfreight business), risks associated with the Company’s global operations, fluctuations and increases in fuel prices, the Company’s substantial indebtedness, restrictions contained in its debt agreements and risks that it will be unable to compete effectively. Further information concerning the Company and its business, including factors that potentially could materially affect the Company’s financial results, is contained in the Company’s annual and quarterly reports, available on the Company’s website, which investors are strongly encouraged to review. Should one or more of these risks or uncertainties materialize or the consequences of such a development worsen, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. CEVA disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
