NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Alliant Holdings Intermediate, LLC (formerly Alliant Holdings I, L.P., the “Company”) and Alliant Holdings Co-Issuer, Inc. (“Co-Issuer”, and together with the Company, the “Issuers”) today announced that, in connection with their previously announced consent solicitation (the “Consent Solicitation”) with respect to the $535.0 million aggregate principal amount of the Issuers’ 8.25% Senior Notes due 2023 outstanding as of the record date of September 12, 2017 (the “Notes”), the Issuers have received the consents (“Consents”) of at least a majority of the aggregate principal amount of all outstanding Notes to amend the limitation on restricted payments covenant in the indenture governing the Notes (the “Indenture”) to allow a one-time restricted payment by the Company or a parent entity in an aggregate amount not to exceed $275.0 million in order to repurchase for cash the minority equity interests in a parent entity (the “Proposed Amendment”), subject to the terms and conditions described in the consent solicitation statement, dated as of September 6, 2017 (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”). The Consent Solicitation expired at 5:00 p.m., New York City time, on September 12, 2017 (the “Expiration Date”).
Accordingly, the Issuers expect to promptly execute a supplemental indenture on September 13, 2017 reflecting the Proposed Amendment (the “Supplemental Indenture”), which will bind all holders of the Notes. In accordance with its terms, the Supplemental Indenture will become effective immediately upon execution, but the Proposed Amendment will become operative only upon the payment by the Issuers of the aggregate cash payment equal to $2.50 per $1,000 principal amount of Notes for which Consents to the Proposed Amendment were validly delivered and unrevoked on or prior to the Expiration Date (the “Consent Payment”) to D.F. King & Co., Inc., as paying agent under the Consent Solicitation, on behalf of such consenting holders of Notes. The Issuers expect to make the Consent Payment on or around September 18, 2017. The Issuers’ obligation to accept and pay the Consent Payment for valid and unrevoked Consents to the Proposed Amendment is subject to the terms and conditions described in the Consent Solicitation Statement, dated September 6, 2017. In addition, the Company has received consents from at least a majority of the lenders under its senior secured credit facilities to amend such facilities to, among other things, permit the restricted payment and, immediately prior to the Proposed Amendment becoming operative, the Company expects to enter into such amendment.
This press release is not a solicitation of Consents with respect to the Notes and does not set forth all of the terms and conditions of the Consent Solicitation.
Any inquiries regarding the Consent Solicitation may be directed to D.F. King & Co., Inc., the Information, Tabulation and Paying Agent for the Consent Solicitation, at (212) 269-5550 (collect) or (800) 283-2519 (toll free), or to the following solicitation agent for the Consent Solicitation: Morgan Stanley & Co. LLC, at (212) 761-1057 (collect) or (800) 624-1808 (toll free).
About Alliant Holdings Intermediate, LLC
Alliant Holdings Intermediate, LLC and its affiliates are a specialty-oriented, middle-market insurance brokerage organization providing property and casualty and employee benefits products and services on a national scale. Of the approximately 38,500 insurance brokerage firms in the United States, the Company and its affiliates are the 11th largest (according to Business Insurance, as measured by 2016 U.S. brokerage revenues) and take no underwriting risk. As of June 30, 2017, the Company and its affiliates served over 25,000 commercial clients and governmental entities nationwide through our 97 offices in 25 states.
Certain statements in this press release regarding the Consent Solicitation constitute “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates” and “plans” and similar expressions of future or conditional verbs such as “will”, “should”, “would”, “may” and “could” are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to: our substantial indebtedness; our ability to service our outstanding indebtedness and the impact such indebtedness may have on the way we operate our business; fluctuations in premium rates charged by insurance carriers; competition in the industry; industry consolidation; our ability to implement our business strategies; potential decreases in and unpredictability of contingent commissions and policy renewals; our ability to meet our objective of growing revenues organically; fluctuations in the demand for insurance products; passage of new legislation or the enactment of regulation affecting our business generally and our employee benefits business in particular; errors and omissions claims; our ability to satisfy our customers and maintain our reputation; our ability to attract and retain key sales and management professionals; developing and implementing effective information technology systems; successful consummation and integration of acquisitions; matters related to claims, lawsuits and related proceedings; our ability to maintain an effective system of internal controls over financial reporting; geographic concentration of our business; conflicts of interest with our controlling investors; general economic conditions around the country; our ability to collect our accounts receivables; our reliance on third parties to perform key functions of our business operations and provide services to our clients; our ability to recover from a disaster or other business continuity problem; and other risks and uncertainties. These forward-looking statements speak only as of the date of this press release, and we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or circumstances after the date of this press release or to report the occurrence of unanticipated events, unless we are required to do so by law.