10/04/2019 03:06:20

Sorenson Communications, LLC, Sorenson Holdings, LLC and Sorenson Finance Corp. Announce Extension of Early Participation Time and Withdrawal Deadline in Private Invitation to Exchange 13.0% Senior Unsecured PIK Toggle Notes due 2021 and Related Consent S

SALT LAKE CITY, April 09, 2019 (GLOBE NEWSWIRE) -- Sorenson Communications, LLC (the “Borrower”), Sorenson Holdings, LLC (“HoldCo”) and Sorenson Finance Corp. (together with HoldCo, the “Issuers,” and the Issuers together with the Borrower, the “Company”) announced today that the early participation time (the “Early Participation Time”) and withdrawal deadline (the “Withdrawal Deadline”) in the previously announced invitation (the “Invitation”) to holders (“Holders”) of 13.0% Senior Unsecured PIK Toggle Notes due 2021 issued by the Issuers (the “Existing Notes”) to exchange their Existing Notes for cash, term loans under the Borrower’s new second lien term loan credit facility (the “New Second Lien Term Loans”) or a combination thereof and the related solicitation of consents (the “Consent Solicitation”) have been extended from 5:00 p.m., New York City time, on April 9, 2019, to 5:00 p.m., New York City time, on April 24, 2019. As previously disclosed, the Invitation will expire at 5:00 p.m., New York City time, on April 24, 2019, unless extended or earlier terminated by the Company (such date and time, as the same may be extended, the “Expiration Time”). The Early Participation Time and Withdrawal Deadline, as extended, are now the same as the Expiration Time.

Accordingly, all Holders that validly participate in the Invitation and Consent Solicitation at or prior to the Expiration Time are eligible to receive the previously announced Total Exchange Consideration (as defined below) if the Invitation is consummated. In addition, participants in the Invitation and Consent Solicitation before or after this announcement may rescind their participation in the Invitation and thereby revoke their consents in the Consent Solicitation at or prior to the Expiration Time. (Prior to this announcement, only Holders who had validly participated in the Invitation and Consent Solicitation at or prior to 5:00 p.m., New York City time, on April 9, 2019 were entitled to payment of the Total Exchange Consideration if the Invitation was consummated, and Holders were not permitted to rescind their participation in the Invitation or revoke their consents in the Consent Solicitation after 5:00 p.m., New York City time, on April 9, 2019.)

As of 5:00 p.m., New York City time, on April 9, 2019, Holders of $95,623,904 in aggregate principal amount of the Existing Notes, or approximately 96.72% of the outstanding Existing Notes, had participated in the Invitation and Consent Solicitation.  The following table sets forth the aggregate principal amount of Existing Notes that have participated in the Invitation and Consent Solicitation as of 5:00 p.m., New York City time, on April 9, 2019, and the respective aggregate principal amounts of such Existing Notes for which Holders elected cash (“Cash Consideration”) and New Second Lien Term Loans (“Loan Consideration”) as their preferred form of consideration.

Existing Notes

 

CUSIPs / ISINs

 

Outstanding

Aggregate

Principal Amount

 

Aggregate

Principal

Amount of

Existing Notes

Validly Delivered

as of April 9,

2019

 

Aggregate

Principal

Amount of

Holders Electing

Cash

Consideration as

of April 9, 2019

 

Aggregate

Principal

Amount of

Holders Electing

Loan

Consideration as

of April 9, 2019

13.0% Senior Unsecured

PIK Toggle Notes due

2021

 CUSIP Nos.

83583T AA5,

U8358L AA9 /

ISIN Nos.

US83583TAA51,

USU8358LAA99

 $98,862,326 $95,623,904 $41,202,198 $54,421,706

Except as set forth above, all other terms of the Invitation and Consent Solicitation remain the same. All Holders who have previously participated in the Invitation and Consent Solicitation do not need to take any action in response to the extension of the Early Participation Time.

As previously announced, upon the terms and subject to the conditions set forth in the confidential offer to purchase, information memorandum and consent solicitation statement dated March 27, 2019 (the “Information Memorandum”) and the related note delivery letter and consent, Holders who participate in the Invitation and Consent Solicitation at or prior to the Early Participation Time will be eligible for the Total Exchange Consideration. Because the Early Participation Time has been extended to the same time as the Expiration Time, all Holders who participate in the Invitation and Consent Solicitation before the Expiration Time are eligible to receive the Total Exchange Consideration. The form of the “Total Exchange Consideration” for each $1,000 aggregate principal amount of Existing Notes that participate in the Invitation and Consent Solicitation remains as follows: $1,000 of Cash Consideration, $1,000 of aggregate principal amount of New Second Lien Term Loans or a combination thereof, subject to proration and the other terms and conditions of the Invitation. The total amount of Cash Consideration (the “Cash Pool”) available is $25 million; provided that if less than $25 million aggregate principal amount of Existing Notes participate in the Invitation and Consent Solicitation prior to the Expiration Time (regardless of whether Holders elect Cash Consideration or Loan Consideration as their preferred form of consideration), then the amount of the Cash Pool will be the aggregate principal amount of Existing Notes that participate in the Invitation and Consent Solicitation prior to the Expiration Time.

If Holders electing Cash Consideration as their preferred form of consideration participate in the Invitation and Consent Solicitation prior to the Expiration Time with respect to more than $25 million aggregate principal amount of Existing Notes, such Holders would receive a pro rata portion of the Cash Pool and the remainder of their consideration in the form of New Second Lien Term Loans, and Holders electing Loan Consideration as their preferred form of consideration prior to the Expiration Time would receive their entire consideration in the form of New Second Lien Term Loans.  If Holders electing Cash Consideration as their preferred form of consideration participate in the Invitation prior to the Expiration Time with respect to less than $25 million aggregate principal amount of Existing Notes, such Holders would receive their entire consideration in the form of cash, and Holders electing Loan Consideration as their preferred form of consideration that participate in the Invitation and Consent Solicitation prior to the Expiration Time would receive a pro rata portion of the remainder of the Cash Pool and the balance of their consideration in the form of New Second Lien Term Loans. All accrued and unpaid interest on Existing Notes exchanged in the Invitation from the last interest payment date up to, but not including, the settlement date of the Invitation (the “Settlement Date”) will be paid in cash on the Settlement Date.  The Settlement Date is expected to be on or about April 29, 2019.

Solely for purposes of illustration, the following table presents the hypothetical approximate Total Exchange Consideration a Holder would receive pursuant to the Invitation and Consent Solicitation under the following scenarios: (1) no changes in participation in the Invitation and Consent Solicitation from the participation reported in this announcement (i.e., no additional deliveries or rescissions/revocations), (2) no changes in participation by Holders that have already participated in the Invitation and Consent Solicitation from the participation reported in this announcement (i.e., no rescissions/revocations) and all remaining Holders of Existing Notes participate in the Invitation and Consent Solicitation prior to the Expiration Time and all such additional Holders elect Cash Consideration as their preferred form of consideration and (3) no changes in participation by Holders that have already participated in the Invitation and Consent Solicitation from the participation reported in this announcement (i.e., no rescissions/revocations) and all remaining Holders of Existing Notes participate in the Invitation and Consent Solicitation prior to the Expiration Time and all such additional Holders elect Loan Consideration as their preferred form of consideration. This table is a hypothetical illustration only and, therefore, should be used solely for the purpose of understanding the calculation of the Total Exchange Consideration and should not be relied upon for any other purpose.

        

For each $1,000 Principal Amount of Existing Notes Validly Delivered

and Not Validly Rescinded Prior to the Expiration Time(a)

        

Total Exchange Consideration

for Holders Who Elect Cash

Consideration as Preferred

Form of Consideration

 

Total Exchange Consideration

for Holders Who Elect Loan

Consideration as Preferred

Form of Consideration

Scenario

 

Hypothetical

Participation as

of the

Expiration Time

 

Aggregate

Principal

Amount of

Holders Electing

Cash

Consideration

 

Cash Pool

 

Cash

Consideration

 

Principal

Amount of New

Second Lien

Term Loans

 

Cash

Consideration

 

Principal

Amount of

New Second

Lien Term

Loans

1

 $95,623,904 $41,202,198 $25,000,000 $606.76 $393.24 $0 $1,000
               
2 $98,862,326 $44,440,620 $25,000,000 $562.55 $437.45 $0 $1,000
               
3 $98,862,326 $41,202,198 $25,000,000 $606.76 $393.24 $0 $1,000

  1. Holders that participate in the Invitation will also receive accrued and unpaid interest on their validly delivered (and not validly rescinded) Existing Notes participating in the Invitation up to, but not including, the Settlement Date, in cash.

Consummation of the Invitation and Consent Solicitation remains subject to the satisfaction or waiver of the conditions set forth in the Information Memorandum. The Company reserves the right to waive or modify, in whole or in part, any and all conditions to the Invitation and to otherwise amend the Invitation, subject to applicable law. The Company also has the right to terminate the Invitation at any time and for any reason, subject to applicable law. Further details about the terms and conditions of the Invitation and Consent Solicitation are set forth in the Information Memorandum.

The Information Memorandum contains certain important information that should be read before any decision is made with respect to the Invitation. In particular, see “Risk Factors” in the Information Memorandum, including the information incorporated by reference therein. This announcement should be read in conjunction with the Information Memorandum.

General

Questions and requests for assistance, for copies of the form of the credit agreement governing the New Second Lien Term Loan (the “New Second Lien Credit Agreement”) or for additional copies of the Invitation and Consent Solicitation documents may be directed to the Information Agent at its telephone number and email address listed below.

The Company has retained Epiq to act as Information Agent and Delivery Agent in connection with the Invitation and Consent Solicitation, and Holders can contact them at (646) 282-2500 or toll free at (866) 897-6433 (ask for the Solicitation Group) or by email at tabulation@epiqglobal.com with a reference to “Sorenson” in the subject line.

Holders are urged to read the Information Memorandum and the other documents relating to the Invitation and Consent Solicitation carefully.

This release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell any securities of the Company or any of its subsidiaries. The Invitation and Consent Solicitation are only being made pursuant to the Information Memorandum and related documents.

None of the administrative agent and collateral agent for the New Second Lien Credit Agreement, the Issuers, the Borrower, the guarantors, the Information Agent and Delivery Agent or any of their respective affiliates makes any recommendation in connection with the Invitation as to whether or not any Holder of Existing Notes should exchange or refrain from exchanging their Existing Notes (or if they do exchange, what form of consideration they should choose as their preferred form), and no person has been authorized by any of them to make such a recommendation. Accordingly, you must make your own determination as to whether to exchange your Existing Notes (and if you do exchange, what form of consideration to choose as your preferred form). You should read the Information Memorandum and consult with your financial, legal and tax advisors to make that decision.

Sorenson Communications, LLC

Sorenson Communications, LLC (www.sorenson.com) is a provider of industry-leading communications products and services for the Deaf and hard-of-hearing. The Company’s offerings include SVRS®, the highest-quality video interpreting service; the ntouch® VP and the ntouch VP2 videophones, designed especially for use by Deaf individuals; ntouch PC, software that connects users to SVRS by using a PC and webcam; ntouch for Mac®, software that connects users to SVRS by using an Apple® computer; and ntouch Mobile, an application empowering SVRS communication via tablet and mobile devices. The Company and its subsidiaries and affiliates are unrelated to, and unaffiliated with, Sorenson Media, Inc.

CaptionCall, LLC

CaptionCall, LLC (www.captioncall.com) is another innovative solution from Sorenson Holdings, the worldwide leader in telecommunication relay services. The Company has been offering technology and services for assistive communications since 1995. CaptionCall is a revolutionary phone for anyone experiencing hearing loss that keeps them from using the phone effectively. CaptionCall offers amplification and superb sound quality while displaying smooth-scrolling captions of what callers say on a large, easy-to-read screen. CaptionCall helps people with hearing loss stay socially connected for a longer, happier, healthier life.

Additional Information

The statements included in this release may constitute “forward-looking statements” within the meaning of U.S. federal securities laws. In addition to the assumptions specifically mentioned in the above paragraphs, there are a number of other factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, the Company’s ability to consummate the Invitation on the terms described in this release or at all, the Company’s substantial debt and lease obligations, Video Relay Service and IP Captioned Telephone Service rates, future regulatory actions by the Federal Communications Commission, pending patent litigation and other factors detailed in risk factors and elsewhere in the Information Memorandum, including risk factors incorporated by reference therein. 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. The Company disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise, except as required by law.

For further information, please contact:

Ann Bardsley

Director of Public Relations

Sorenson Holdings, LLC

801-287-9897

abardsley@sorenson.com 

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