WILMINGTON, N.C.--(BUSINESS WIRE)--Jaguar Holding Company I (the “Company”) today announced that it intends to commence an offering of an additional $600 million in aggregate principal amount of its 9.375%/10.125% Senior PIK Toggle Notes due 2017 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Company expects to use the proceeds from the offering (net of initial purchasers’ discount and commissions, but including any premium paid for the Notes and any accrued interest from April 15, 2014 to the closing date of the Notes, which the purchasers of the Notes must pay to the Company on the closing date), which the Company estimates will be approximately $608.3 million, to pay a dividend or distribution to the Company’s shareholders and a distribution to the Company’s optionholders. The Company intends to use cash from the balance sheet of Jaguar Holding Company II, the direct subsidiary of the Company, to make a payment to the holders of the Company’s existing 9.375%/10.125% Senior PIK Toggle Notes due 2017 (the “Existing Notes”) that consented to certain amendments to the indenture governing the Existing Notes and to pay fees and expenses related to the offering of the Notes. Any change in the amount of the proceeds from the offering will result in a corresponding change in the amount of the distribution.
The Notes will be offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States, to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any Notes and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This release contains statements that are or may be forward-looking statements. Forward-looking statements include statements that typically contain words such as “expect,” “believe,” “intend,” “anticipate,” “estimate,” “will,” “may,” “could,” “should” and similar expressions. The Company cautions that any forward-looking statements made by the Company are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those predicted. Unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Therefore investors should not place undue reliance on such statements as a prediction of actual results. These forward-looking statements represent our view only as of the date they are made and we are not under any obligation to update forward-looking statements contained herein, except as may otherwise be required by law.