Pinnacle Agriculture Holdings, LLC has announced today the early tender results of its previously announced offer to exchange (the “Exchange Offer”) (i) newly issued 9.00% Senior Secured Notes due 2023 (the “New Notes”) of Pinnacle Operating Corporation (the “POC”) and (ii) Class A-2 Participating Preferred Units (the “Class A-2 Preferred Units”) of Pinnacle Agriculture Enterprises, LLC (“PAE”) for any and all of POC’s validly tendered and accepted outstanding 9.00% Second Lien Senior Secured Notes due 2020 (the “Old Notes”), pursuant to the terms and conditions set forth in the confidential offering memorandum and consent solicitation statement dated January 30, 2017 (as supplemented on February 10, 2017 and February 17, 2017, the “Offering Memorandum”), and related Letter of Transmittal.
As of 5:00 p.m., New York City time, on February 24, 2017 (the “Early Deadline”), according to Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offer, approximately $272,280,000, or 90.76%, of the aggregate principal amount of outstanding Old Notes, have been validly tendered and not withdrawn in the Exchange Offer and corresponding consents have been delivered in the related consent solicitation. Pinnacle has waived the condition to the Exchange Offer that a minimum of 95% in aggregate principal amount outstanding of Old Notes be tendered. Pinnacle intends to accept for exchange all of the Old Notes tendered. Old Notes validly tendered will be exchanged following the termination of the Exchange Offer.
In addition, Pinnacle announced that it has entered into an amendment to its ABL facility with lenders holding over 90% of the commitments thereunder to extend the maturity date with respect to such commitments to November 15, 2020 and to increase the applicable interest rate margins with respect to such commitments (the “ABL Amendment”).
As previously disclosed, Pinnacle entered into an amendment (the “Term Loan Amendment” and, together with the ABL Amendment, the “Credit Facility Amendments”) to its First Lien Credit Agreement dated November 15, 2012 (the “First Lien Credit Agreement”) with lenders holding over 90% of the loans thereunder that will provide for, among other things, a three-year extension of maturity on the loans of the consenting holders (the “Extending Term Loans”) to November 2021, a 3.5% increase in the interest rate on the Extending Term Loans and certain modifications to covenants and other provisions in the First Lien Credit Agreement that are intended to benefit the lenders.
As of the date hereof, all of the principal conditions to the Exchange Offer relating to minimum tenders, consent solicitations and minimum thresholds for the Credit Facility Amendments have been satisfied. Pinnacle believes that the remaining conditions to the Exchange Offer will be satisfied and that the closing of the Exchange Offer and new capital investment of more than $125 million will occur during the week of March 6, 2017.
The Exchange Offer remains open and is scheduled to expire at 12:00 midnight, New York City time, at the end of February 27, 2017 (the “Expiration Time”). Holders who tender after the Early Deadline but prior to the Expiration Time will be eligible to receive the Exchange Consideration (as defined in the Offering Memorandum).
Available Documents and Other Details
The Exchange Offer and the issuance of the New Notes and Class A-2 Preferred Units have not and will not be registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws and, unless so registered, such securities 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 the registration requirements thereof. Accordingly, the New Securities are being offered and will be issued only (i) in the United States to holders of Old Notes who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act or “accredited investors” (as defined in Regulation D under the Securities Act), and (ii) outside the United States to holders of Old Notes who are persons other than “U.S. persons” in compliance with Regulation S under the Securities Act.
Documents relating to the Exchange Offer will only be distributed to holders of the Old Notes who complete and return an eligibility form confirming that they are either a “qualified institutional buyer” under Rule 144A, an “accredited investors” (as defined in Regulation D under the Securities Act) or not a “U.S. person” under Regulation S for purposes of applicable securities laws. Holders of Old Notes who desire to complete an eligibility form should request instructions by sending an e-mail to [email protected] or by calling Global Bondholder Services Corporation, the information and exchange agent for the Exchange Offer, at (866) 470-3700 (U.S. toll-free) or (212) 430-3774 (banks and brokers).
The complete terms and conditions of the Exchange Offer are set forth in the Offering Memorandum and related Letter of Transmittal. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Securities. The Exchange Offer is only being made pursuant to the Offering Memorandum and the related Letter of Transmittal. The Exchange Offer is not being made to holders of Old Notes 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. The New Securities have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Offering Memorandum.