WEST HARTFORD, Conn.--(BUSINESS WIRE)--On May 26, 2015, Colt Defense LLC (“Colt”) and Colt Finance Corp. (“Colt Finance” and together with Colt, the “Issuers”) announced that (i) the “Expiration Date”, the “Consent Expiration Time” and the “Withdrawal Deadline” have been extended to 5:00 p.m., New York City time, on June 2, 2015 for their previously announced exchange offer (the “Exchange Offer”) to exchange their 10.0% Junior Priority Senior Secured Notes due 2023 (the “New Notes”) and the related subsidiary guarantees for any and all outstanding Issuers’ 8.75% Senior Notes due 2017 (the “Old Notes”) and (ii) the “Voting Deadline” and the “Withdrawal Deadline” (only applicable if participating in the Exchange Offer) have been extended to 5:00 p.m., New York City time, on June 2, 2015 for their previously announced solicitation of votes (the “Prepackaged Plan Solicitation”) to the prepackaged plan of reorganization (the “Prepackaged Plan”).
Further, the Issuers also announced today that the “Expiration Date”, the “Consent Expiration Time” and the “Withdrawal Deadline” have been extended to 5:00 p.m., New York City time, on June 2, 2015 for their related solicitation of consents (the “Consents”) to the proposed amendments to the indenture governing the Old Notes (the “Consent Solicitation”).
The Issuers announced today preliminary results of the Exchange Offer. As of 5:00 p.m., New York City time, on May 26, 2015, approximately $14.2 million, or 5.7%, of the outstanding principal amount of Old Notes had been validly tendered and not validly withdrawn. The Issuers believe it is in the best interests of their respective stakeholders to actively address their capital structure and are continuing their discussions with an ad hoc group of holders of the Old Notes. The Issuers hope that such discussions will result in a consensual restructuring transaction.
The Old Notes may still be tendered, Consents may still be delivered and votes to accept or reject the Prepackaged Plan may still be cast until 5:00 p.m., New York City time, on June 2, 2015 unless the Exchange Offer, the Consent Solicitation or the Prepackaged Plan Solicitation is terminated or withdrawn earlier, or unless the Exchange Offer, the Consent Solicitation or the Prepackaged Plan Solicitation is further extended.
In addition, the Issuers have the right to amend, terminate or withdraw any of the Exchange Offer, the Consent Solicitation or the Prepackaged Plan Solicitation, at any time and for any reason, including if any of the conditions to the Exchange Offer, the Consent Solicitation or the Prepackaged Plan are not satisfied. The terms of the Exchange Offer, the Consent Solicitation and the Prepackaged Plan are described more fully in the Offer to Exchange, Consent Solicitation Statement, and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization, dated April 14, 2015, as supplemented (the “Offer to Exchange and Disclosure Statement”), that were prepared in connection with the Exchange Offer, the Consent Solicitation and the Prepackaged Plan Solicitation. All the conditions set forth in the Offer to Exchange and Disclosure Statement remain unchanged.
The New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The New Notes may only be transferred or resold in transactions, registered, or exempt from registration, under the Securities Act and applicable state securities laws. New Notes issued in the Exchange Offer will have the same status as corresponding tendered Old Notes. If tendered Old Notes are freely tradeable and not subject to restriction on transfer upon the consummation of the Exchange Offer, the holder of such Old Notes will receive New Notes that are also freely tradeable securities and not subject to restriction on transfer. If such Old Notes are considered a “restricted” security under the securities laws, the holder of such Old Notes will receive New Notes that will also be considered a “restricted” security.
The Exchange Offer, the Consent Solicitation and the Prepackaged Plan Solicitation are made only by, and pursuant to, the terms set forth in the Offer to Exchange and Disclosure Statement, and the information in this press release is qualified by reference to the Offer to Exchange and Disclosure Statement and, as applicable, the accompanying consent and letter of transmittal, ballots and any supplements thereto (collectively, the “Restructuring Documents”).
KCC is acting as the Information Agent and the Exchange Agent for the Exchange Offer and the Consent Solicitation and as the Voting Agent for the Prepackaged Plan Solicitation. Requests for any of the Restructuring Documents or questions regarding the Exchange Offer, the Consent Solicitation or the Prepackaged Plan Solicitation may be directed to KCC at 888-251-3076 (toll-free North America) or 917-281-4800 (bankers and brokers).
This press release shall not constitute a solicitation of consents, an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. No recommendation is made as to whether holders of the securities should tender their securities or give their consent.
Forward Looking Statements
This press release contains “forward-looking statements.” These statements about our expectations, beliefs, plans, objectives, assumptions or future events or our future financial performance and/or operating performance are not statements of historical fact and reflect only our current expectations regarding these matters. These statements are often, but not always, made through the use of words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “predict,” “potential,” “estimate,” “plan” or variations of these words or similar expressions. Our actual actions and results may differ materially from what is expressed or implied by these statements due to a variety of factors, including our ability to continue as a going concern; our ability to consummate a consensual restructuring transaction; our dependence on sales to the U.S. government and the Canadian government; changes to U.S. government and Canadian government spending priorities; our continued eligibility to contract with the U.S. government and the Canadian government; the selection by the U.S. military of other arms manufacturers to manufacture the M4 carbine or any successor weapons; our inability to compete successfully for contracts that are the subject of competitive solicitations; the loss of any of our top international customers; the potential for a strike, other work stoppages or labor unrest at our manufacturing facilities; our ability to comply with complex procurement laws and regulations; our ability to adapt to technological change; our ability to compete in the industries in which we operate; the potential for our backlog to be reduced or cancelled; the availability and timely delivery of materials to us by our suppliers; our ability to manage costs under our fixed-price contracts effectively; our ability to attract and retain qualified personnel; the ability to protect our intellectual property rights; fluctuations in workers’ compensation and health care costs for our employees; our ability to comply with environmental, health and safety laws and regulations; our ability to maintain and upgrade our manufacturing capabilities to stay competitive; our ability to comply with covenants under our debt agreements; and the potential for a fire or other significant casualty to occur at either of our manufacturing facilities. Forward-looking statements in this press release speak only as of the date on which they are made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.