NEW YORK--(EON: Enhanced Online News)--Corporate Risk Holdings, LLC (the “Company”) today announced that it has commenced a cash tender offer for up to $232,833,000 aggregate principal amount (the “Maximum Offer Amount”) of its outstanding 9.50% Senior First Lien Secured Notes due 2019 (the "Notes") at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to, but not including, the payment date. The tender offer is being made pursuant to an “Offer to Purchase” dated today, which sets forth a more comprehensive description of the terms of the offer.
The tender offer is being made pursuant to the indenture governing the Notes as a result of the Company’s sale of all of its equity interest in Kroll Ontrack, LLC, a segment of the Company (“Ontrack”), and Ontrack’s direct and indirect subsidiaries. The sale constituted an “Asset Sale” under the indenture governing the Notes. The source of funds is net proceeds from the sale.
The tender offer is scheduled to expire at midnight, New York City time, on January 20, 2017, unless extended or earlier terminated. If the aggregate principal amount of Notes validly tendered (and not validly withdrawn) in the tender offer exceeds the Maximum Offer Amount, the trustee under the indenture governing the Notes will select the Notes to be accepted for purchase on a pro rata basis as set forth in the Offer to Purchase. In the event that the aggregate principal amount of tendered and accepted Notes is less than the Maximum Offer Amount, any amount less than the Maximum Offer Amount not used for the purchase of Notes pursuant to the tender offer will be available for use in any manner permitted under the indenture.
Except as required by applicable law, Notes tendered may be withdrawn only on or before the expiration time. It is anticipated that the settlement date for Notes validly tendered on or before the expiration time will be January 23, 2017.
The Company has retained Evercore Group L.L.C. to serve as dealer manager for the tender offer. The Company has retained D.F. King & Co., Inc. to serve as the depositary and information agent for the tender offer. Requests for documents may be directed to D.F. King & Co., Inc. by phone at (212) 269-5550 (for banks and brokers only) or (877) 283-0323 (for all others toll-free) or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005. Questions regarding the tender offer may be directed to Evercore Group L.L.C. by phone at (888) 474-0200 (U.S. toll free) or in writing at 55 East 52nd Street, New York, New York 10055.
The tender offer is not conditioned on the tender of a minimum principal amount of the Notes. The Company is not soliciting consents from holders of Notes in connection with the tender offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal, and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of the Company, the dealer manager, the depositary or the information agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of the Notes to tender.
This press release includes certain disclosures which contain “forward-looking statements.” You can identify forward-looking statements because they contain words such as “believes” and “expects.” Forward-looking statements are based on the Company’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.