JACKSONVILLE, Fla, April 23, 2014 — Florida East Coast Holdings Corp. (the “Company”) announced today the initial results of its previously announced cash tender offer to purchase any and all of its outstanding 10 1/2% / 11 1/4% Senior PIK Toggle Notes due 2017 (referred to below as the “notes”) tendered and not withdrawn by the early tender date.
|CUSIP Numbers||Title of Notes||Aggregate Principal Amount Outstanding||Tender Offer Consideration(1)||Early Tender Payment(1)||Total Consideration(1)(2)|
|340627 AB4, 340627 AA6, U33949 AA3||10 1/2% / 11 1/4% Senior PIK Toggle Notes due 2017||$170,408,072||$1,003.61||$30.00||$1,033.61|
Duis dignissim mi ut laoreet mollis. Nunc id tellus finibus, eleifend mi vel, maximus justo. Maecenas mi tortor, pellentesque a aliquam ut, fringilla eleifend lectus. Maecenas ultrices tellus sit amet sem placerat tempor.
The early tender date for the cash tender offer was 5:00 p.m., New York City time, on Tuesday, April 22, 2014, with holders of $170,407,976 aggregate principal amount of notes having validly tendered their notes. Holders of notes who validly tendered and did not validly withdraw their notes at or before the early tender date will, if such notes are purchased by us, receive the “Total Consideration.” The Total Consideration payable for each $1,000 principal amount of notes validly tendered at or before the early tender date and accepted for purchase is equal to $1,033.61.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, on May 6, 2014, unless extended or earlier terminated by the Company in its sole discretion. Holders who validly tender their notes after the early tender date will, if such notes are purchased by us, receive the “Tender Offer Consideration,” which is the Total Consideration minus an “Early Tender Payment” of $30.00 per $1,000 principal amount of notes validly tendered and accepted for purchase. In addition to the Total Consideration or Tender Offer Consideration, as applicable, holders of notes accepted for purchase will receive accrued and unpaid interest from the last interest payment date for the notes to, but not including, the applicable settlement date.
The Company anticipates that the settlement date for notes validly tendered on or before the early tender date and accepted for purchase by the Company will be April 23, 2014 and that the settlement date for notes validly tendered after the early tender date and on or before the expiration date and accepted for purchase by the Company will be May 7, 2014. The Company currently intends to irrevocably call for redemption all outstanding notes that have not been successfully tendered in connection with the tender offer. There is no assurance, however, that such redemption will occur.
The Company has retained Morgan Stanley & Co. LLC to serve as dealer manager for the tender offer. The Company has retained D.F. King & Co., Inc. to serve as the tender agent and the information agent for the tender offer. Requests for documents may be directed to D.F. King & Co., Inc. by phone at (800) 431-9643 or (212) 269-5550 or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005. Questions regarding the tender offer may be directed to Morgan Stanley & Co. LLC by phone at (800) 624-1808 or collect at (212) 761-1057.
The tender offer is subject to the satisfaction of certain conditions, including the Company obtaining proceeds from the sale of new senior secured notes and senior unsecured notes by the Company and Florida East Coast Industries, LLC (“FECI”). If any of the conditions is not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate the tender offer.
The tender offer is not conditioned on the tender of a minimum principal amount of notes. The Company has reserved the right to terminate the tender offer before the expiration date and not accept for purchase any notes not theretofore accepted for purchase pursuant to the tender offer and otherwise amend the terms of the tender offer in any respect, subject to applicable laws. 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 a 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 or the tender agent and 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 notes to tender.
This press release may contain forward-looking statements, including, but not limited to, our plans with FECI to issue new senior secured notes and senior unsecured notes. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. We undertake no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, except as required by law.
The Florida East Coast Railway (“FEC”) is a 351-mile freight rail system located along the east coast of Florida. It is the exclusive rail provider for Port Miami, Port Everglades, and Port of Palm Beach. FEC connects to the national railway system in Jacksonville, Florida, to move cargo originating or terminating there. Based in Jacksonville, Florida, FEC provides end-to-end intermodal and carload solutions to customers who demand cost-effective and premium quality.