Quality Distribution, Inc. Announces The Success Of Its Exchange Offer For Its 10% Series B Senior Subordinated Notes Due 2006 and.Business Editors TAMPA, Fla.--(BUSINESS WIRE)--May 28, 2002 Series B Floating Interest Rate Subordinated Term Securities Due 2006 (FIRSTS(SM)) And Its Related Consent Solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with Quality Distribution, Inc. (the "Company") today announced the success of its offer (the "Exchange Offer") to exchange (the "Debt/Equity Exchange") debt and equity securities (collectively, the "Debt/Equity Securities") consisting of 12 1/2% Senior Subordinated Secured Notes due 2008, 12% Junior Subordinated PIK PIK See: Payment-in-kind bond PIK See payment-in-kind security (PIK). Notes due 2009 and warrants to purchase shares of its common stock, for up to $87.0 million aggregate principal amount of its outstanding 10% Series B Senior Subordinated Notes due 2006 and Series B Floating Interest Rate Subordinated Term Securities due 2006 (FIRSTS(SM)) (collectively, the "Old Notes"), and its solicitation of consents (the "Consent Solicitation") to the proposed amendments (the "Proposed Amendments") to the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing the Old Notes. The Exchange Offer and the Consent Solicitation expired at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Tuesday, May 28, 2002. The Company expects to consummate the exchange offer on Thursday, May 30, 2002 (the "Closing Date"). As of the date of this press release, $61.4 million aggregate principal amount of Old Notes have been validly tendered (and not properly withdrawn) in the Exchange Offer and the Consent Solicitation and have delivered consents to the Proposed Amendments (excluding $53.0 million aggregate principal amount of Old Notes covered by the lock-up agreements Lock-Up Agreement A legally binding contract between the underwriters and insiders of a company prohibiting these individuals from selling any shares of stock for a specified period of time. described below). All holders of Old Notes who tendered their Old Notes in the Exchange Offer and Consent Solicitation and whose Old Notes are accepted by the Company will promptly receive Debt/Equity Securities in exchange for such Old Notes. Three groups of holders of Old Notes (the "Committed Holders") did not participate in the Exchange Offer and Consent Solicitation, but entered into lock-up agreements with the Company to exchange their Old Notes in connection therewith there·with adv. 1. With that, this, or it. 2. In addition to that. 3. Archaic Immediately thereafter. Adv. 1. . Pursuant to the terms of the lock-up agreements, simultaneous with the closing of the Exchange Offer and the Consent Solicitation, the group of Committed Holders which holds $22.5 million aggregate principal amount of Old Notes will exchange its Old Notes for Debt/Equity Securities while the other two groups of Committed Holders, which collectively hold $30.5 million aggregate principal amount of Old Notes, will exchange their respective Old Notes for shares of the Company's 13.75% Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. (the "13.75% Preferred Stock"). In addition, one group of Committed Holders has agreed to purchase an additional $10 million of 13.75% Preferred Stock on the Closing Date. Based on the number of consents to the Proposed Amendments received to date, the Company has satisfied the requisite consent condition for the Consent Solicitation. Accordingly, the Company expects that on the Closing Date it will execute the Second Supplemental Indenture effecting the Proposed Amendments. The Debt/Equity Securities and the 13.75% Preferred Stock will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from such registration requirements. This press release is neither an offer to exchange, nor the solicitation of an offer to exchange, any Old Notes for Debt/Equity Securities or 13.75% Preferred Stock, nor the solicitation of consents to the Proposed Amendments. The Exchange Offer and the Consent Solicitation were made only by the Offering Memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. and Consent Solicitation Statement, dated April 10, 2002, as amended and supplemented by Supplement No. 1 thereto, dated May 10, 2002, and the related documents. Headquartered in Tampa, Florida “Tampa” redirects here. For other uses, see Tampa (disambiguation). Tampa is a United States city in Hillsborough County, on the west coast of Florida. It serves as the county seat for Hillsborough County.GR6. , Quality Distribution, Inc. operates approximately 3,400 tractors and 7,700 trailers through three principal transportation subsidiaries: Quality Carriers, TransPlastics, and Quebec based Levy Transport. The Company also holds varied business interests in other bulk transportation services, including tank cleaning and freight brokerage. Quality Distribution, Inc. is an American Chemistry Council The American Chemistry Council (ACC), formerly known as the Chemical Manufacturers' Association, is an industry trade association for American chemical companies. The American Chemistry Council (ACC) is in charge of improving the public image of the chemical industry. Responsible Care(R) Partner and is a core carrier for many of the Fortune 500 companies who are engaged in chemical processing. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion