CORRECTING and REPLACING Altegrity, Inc. Announces Completion of Refinancing Transactions Including Previously Announced Private Exchange Offers and Consent Solicitations, Senior First Lien Secured Notes Offering, and Entry into New Senior Credit Facility
NEW YORK--(BUSINESS WIRE)--The contact information has been replaced with the accompanying corrected contact information.
“We are pleased to have completed this comprehensive recapitalization which provides a longer term capital structure for our businesses to pursue our operational and growth initiatives.”
The corrected release reads:
ALTEGRITY, INC. ANNOUNCES COMPLETION OF REFINANCING TRANSACTIONS INCLUDING PREVIOUSLY ANNOUNCED PRIVATE EXCHANGE OFFERS AND CONSENT SOLICITATIONS, SENIOR FIRST LIEN SECURED NOTES OFFERING, AND ENTRY INTO NEW SENIOR CREDIT FACILITY
Altegrity, Inc. (“Altegrity”) announced today the completion of its comprehensive recapitalization plan.
The recapitalization includes the previously announced (i) private offers to exchange (the “Exchange Offers”) any and all of its outstanding (a) 12.00% Senior Notes due 2015 (the “Existing 12.00% Notes”), (b) 10.50% Senior Notes due 2015 (the “Existing 10.50% Notes”) and (c) 11.75% Senior Subordinated Notes due 2016 (the “Existing 11.75% Notes” and, together with the Existing 12.00% Notes and the Existing 10.50% Notes, the “Existing Notes”) and (ii) related solicitations (the “Consent Solicitations”) of consents from eligible holders to certain amendments to the indentures governing the Existing Notes (the “Existing Indentures”) to eliminate substantially all of the restrictive covenants and certain of the default and other related provisions contained in the Existing Indentures.
The Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on June 30, 2014 (the “Expiration Time”). As of the Expiration Time, approximately 92% of the aggregate principal amount of the Existing Notes were validly tendered and not withdrawn, including $198,750,000 aggregate principal amount (or 94.64% of the outstanding amount) of Existing 12.00% Notes, $279,100,000 aggregate principal amount (or 96.24% of the outstanding amount) of Existing 10.50% Notes (or 95.57% of the outstanding amount of the Existing 12.00% Notes and Existing 10.50% Notes considered collectively) and $120,764,000 aggregate principal amount (or 80.51% of the outstanding amount) of Existing 11.75% Notes. In connection with the settlement of the Exchange Offers, Altegrity issued (i) $200,099,993 aggregate principal amount of Senior Second Lien Secured 12.00% Cash Pay and 2.00% Pay-in-Kind Notes due 2020 (CUSIP Nos. - Rule 144A: 02152F AD0; Regulation S: U02048 AD5), (ii) $280,407,991 aggregate principal amount of Senior Second Lien Secured 10.50% Cash Pay and 2.50% Pay-in-Kind Notes due 2020 (CUSIP Nos. - Rule 144A: 02152F AE8; Regulation S: U02048 AE3) and (iii) $60,764,016 aggregate principal amount of Senior Third Lien Secured 15.00% Pay-in-Kind Notes due 2021 (CUSIP Nos. - Rule 144A: 02152F AF5; Regulation S: U02048 AF0) (collectively, the “Exchange Notes”).
Altegrity also announced the closing of its previously announced offering of new 9.50% Senior First Lien Secured Notes due 2019 (the “First Lien Notes”) at a price of 100.00%. Altegrity sold $825 million aggregate principal amount of the First Lien Notes. The First Lien Notes were offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). In addition, Altegrity announced that it has (i) entered into a new $275 million senior term loan facility (the “New Senior Term Loan Facility”) and (ii) obtained a four year and 270 day $60 million revolving loan facility (together with the New Senior Term Loan Facility, the “New Senior Credit Facility”).
Jeffrey Campbell, Altegrity’s President and Chief Financial Officer, said “We are pleased to have completed this comprehensive recapitalization which provides a longer term capital structure for our businesses to pursue our operational and growth initiatives.”
Altegrity used the net proceeds of the offering of the First Lien Notes, along with the proceeds from its New Senior Credit Facility, the net proceeds of a concurrent $25 million contribution by funds affiliated with Providence Equity Partners L.L.C., Altegrity’s controlling stockholder, in exchange for newly issued shares of preferred stock of Altegrity Holding Corp., Altegrity’s indirect parent, and cash on hand, to (i) prepay all amounts outstanding under its existing senior credit facility, (ii) pay the cash portion of the consideration offered in Exchange Offers, (iii) pay accrued interest on any existing notes that are exchanged in the Exchange Offers and (iv) pay related fees and expenses.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. None of the Exchange Notes or the First Lien Notes were registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Altegrity is a global, diversified risk and information services company serving commercial customers and government entities. Headquartered in Falls Church, VA, Altegrity is the parent company of three separately managed businesses: Kroll, a leading global provider of risk and information management services and solutions, HireRight, a leading provider of employment background screening and eligibility solutions, and USIS, a leading provider of background investigations, information management and security services to federal government agencies.
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