WEST HARTFORD, Conn.–(BUSINESS WIRE)–March 16, 2020–
Colt Defense LLC (the “Company”) announced today that it has extended the early tender time for its previously announced cash tender offer to purchase any and all of its outstanding $8,476,516 aggregate principal amount of 8.00% Fourth Priority Secured Notes Due 2021 (the “Notes”) and related solicitation of consents from holders of the Notes to certain amendments to the indenture governing the Notes (the “Offer”) from 5:00 p.m., New York City time, on March 13, 2020, to 5:00 p.m., New York City time, on March 27, 2020 (as so extended, the “Early Tender Time”), unless further extended. The previously announced withdrawal deadline for the Offer of 5:00 pm, New York City time, on March 13, 2020 is also being extended to 5:00 p.m., New York City time, on March 27, 2020. All other terms, provisions and conditions of the Offer will remain in full force and effect. Such terms, provisions and conditions are set forth in the Company’s Offer to Purchase and Consent Solicitation Statement dated March 2, 2020 and the related Letter of Transmittal (together, the “Offer Documents”), copies of which were previously distributed to eligible holders of the Notes.
Each holder who validly tenders its Notes and delivers its consent to the proposed amendments prior to the Early Tender Time, will receive, if such Notes are accepted for purchase pursuant to the Offer, the total consideration of $0.25 per $1.00 principal amount of the Notes tendered, which includes $0.225 as the tender offer consideration and $0.025 as an early tender payment. Eligible holders of Notes will not be entitled to receive any cash payment with respect to accrued and unpaid interest on Notes accepted for purchase and any such accrued interest will be forfeited, as the per $1.00 principal amount ratio with respect to the Offer has been calculated to take account of accrued interest through the settlement of the Offer.
The previously announced expiration time for the Offer of 5:00 pm, New York City time, on March 30, 2020 is also being extended to 5:00 p.m., New York City time, on April 13, 2020, unless extended or earlier terminated (as so extended, the “Expiration Time”). Holders who validly tender their Notes after the Early Tender Time but on or prior to the Expiration Time will receive the tender offer consideration of $0.225 per $1.00 principal amount of the Notes, but will not receive the consent payment.
The Company expects that such payment of the total consideration will be made on or about April 1, 2020, unless extended by the Company in its sole discretion. The Company expects that the payment of the tender offer consideration with respect to Notes tendered after the Early Tender Time will be made on or about April 14, 2020, unless extended by the Company in its sole discretion. In addition, at any time after the Early Tender Time but prior to the Expiration Time, and subject to the terms and conditions described below, the Company may accept for purchase Notes validly tendered on or prior to such time and purchase such Notes for the tender offer consideration or total consideration, as applicable, promptly thereafter.
If any of the conditions are not satisfied, the Company may terminate the Offer and return tendered Notes. The Company has the right to waive certain conditions with respect to the Offer. In addition, the Company has the right, in its sole discretion, to terminate the Offer at any time, subject to applicable law. For more information regarding the conditions referenced above, please refer to the Offer Documents.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The complete terms and conditions of the Offer for the Notes are set forth in the Offer Documents. The Company’s Offer is being made only through, and subject to the terms and conditions set forth in, the Offer Documents and related materials.
Ipreo LLC is acting as Solicitation Agent and Information Agent for the Offer for the Notes. Questions regarding the Company’s Offer or requests for the Offer Documents may be directed to Ipreo LLC at (212) 849-3880 (for banks and brokers) or (888) 593-9546 (for all others).
Neither the Company nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes, and if they decide to do so, the principal amount of the Notes to tender. Holders of the Notes should read carefully the Offer Documents and related materials before any decision is made.
About Colt Defense LLC
Colt Defense LLC, a Delaware limited liability company, with predecessors dating back to 1836, is one of the world’s oldest designers, developers and manufacturers of firearms for military, personal defense and recreational purposes. The Company’s product lines include handguns (pistols and revolvers), long guns & regulated offerings (global military and law enforcement products) and a range of firearms-related parts, training, services and brand licensing. The Company’s end customers encompass every segment of the firearms market, including U.S., Canadian and foreign military forces, global law enforcement and security agencies, consumers seeking personal protection, the hunting and sporting community and collectors.
Cautionary Statement on Forward-Looking Statements
Information in this release may involve outlook, expectations, beliefs, plans, intentions, strategies or other statements regarding the future, which are forward-looking statements. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to us as of the date of the release, and we assume no obligation to update any such forward-looking statements. The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please refer to “Risk to Non-Tendering Holders; Special Considerations” and “Forward-Looking Statements” in the Offer Documents for more information.
Colt Defense LLC