PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today the early tender results of its previously-announced cash tender offer (the “Tender Offer”) to purchase any and all of the $500 million aggregate principal amount of its outstanding 5.25% Senior Notes due 2019 (the “2019 Notes”), which commenced on June 18, 2018. In connection with the Tender Offer, PHI also commenced a related consent solicitation (the “Solicitation”) to adopt certain proposed amendments to the indenture under which the 2019 Notes were issued that would eliminate most of the restrictive covenants and certain events of default contained in the indenture (the “Indenture Amendments”).
According to information received from D.F. King & Co., Inc., PHI’s information and tender agent, as of 5:00 p.m., New York City time, on June 29, 2018 (the “Early Tender Time”), PHI had received tenders and consents from holders of 89.12% of the aggregate principal amount of its 2019 Notes. The Tender Offer and Solicitation are being made pursuant to PHI’s Offer to Purchase and Consent Solicitation Statement dated June 18, 2018 (the “Offer to Purchase”), which sets forth the applicable tender consideration and a more detailed description of the terms of the Tender Offer and Solicitation. The Tender Offer and Solicitation will expire at 12:01 a.m., New York City time, on July 17, 2018 (such date and time, as may be extended or earlier terminated, the “Expiration Time”). The previously-announced withdrawal deadline of 5:00 p.m., New York City time, on June 29, 2018 for holders to validly withdraw tenders of 2019 Notes and revoke related consents has passed. As a result, holders who have previously tendered 2019 Notes and those holders who tender 2019 Notes at or before the Expiration Time may not withdraw those 2019 Notes, subject to limited exceptions not expected to be applicable.
As a result of the receipt of consents from at least a majority of the aggregate outstanding principal amount of 2019 Notes, PHI intends, as previously disclosed in the Offer to Purchase, to execute documentation implementing the Indenture Amendments. These amendments will not become operative until PHI purchases in the Tender Offer at least a majority in principal amount of the 2019 Notes, following which they will be binding upon all holders of 2019 Notes that remain outstanding.
PHI’s obligation to accept for purchase, and to pay for, the 2019 Notes tendered pursuant to the Tender Offer is conditioned upon, among other things, the completion of one or more debt financing transactions on terms satisfactory to it, and having funds available therefrom that will allow it to purchase the 2019 Notes pursuant to the Tender Offer. Prior to the Expiration Time, PHI currently expects to obtain the requisite amount of funds through a senior secured term loan that it is presently marketing, although it can provide no assurances to this effect. PHI further expects to purchase 2019 Notes validly tendered and not withdrawn prior to the Early Tender Time promptly following satisfaction of all applicable financing and other conditions.
This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The Tender Offer and Solicitation is being made only through, and subject to the terms and conditions set forth in, the Offer to Purchase. PHI has the right, in its sole discretion, to amend or terminate the Tender Offer at any time.
In connection with the Tender Offer and Solicitation, PHI has retained UBS Securities LLC to act as the dealer manager and solicitation agent and D.F. King & Co., Inc. to act as the information and tender agent. The complete terms and conditions of the Tender Offer and Solicitation are set forth in the Offer to Purchase, which holders are urged to read carefully. Copies of these documents may be obtained from D.F. King & Co., Inc., at (877) 297-1738 (US toll-free) or from UBS Securities LLC at (888) 719-4210 (US toll-free) and (203) 719-4210 (collect).
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