Colt Defense LLC (the "Company") announced today that as of 5:00 p.m., New York City time, on September 24, 2020 (the "Early Tender Time"), holders of $536,781 aggregate principal amount, or approximately 9.15% of the outstanding principal amount, of its outstanding 8.00% Fourth Priority Secured Notes Due 2021 (the "Notes") had tendered their Notes pursuant to the Company’s previously announced tender offer and related solicitation of consents from holders of the Notes (the "Offer"). The complete terms and conditions of the Offer are detailed in the Company’s Offer to Purchase and Consent Solicitation Statement dated September 10, 2020 and the related Letter of Transmittal (together, the "Offer Documents"), copies of which were previously distributed to eligible holders of the Notes.
The Company also announced today that it will pay the total consideration of $0.40 per $1.00 principal amount of the Notes tendered, which includes $0.375 as the tender offer consideration and $0.025 as an early tender payment, to all holders who validly tender their Notes on or prior to 5:00 pm, New York City time, on October 8, 2020, unless extended or earlier terminated (the "Expiration Time"). Because the withdrawal deadline of 5:00 p.m., New York City time, on September 24, 2020, has passed, tendered Notes may no longer be withdrawn at any time, except to the extent that the Company is required by law to provide additional withdrawal rights.
The Company does not intend to exercise the Early Settlement Election (as defined in the Offer Documents) and currently expects that it will accept for payment, subject to certain conditions set forth in the Offering Documents, including a minimum tender amount of at least 85% of the aggregate principal amount of Notes outstanding pursuant to the Offer and receipt by the Company of consent to purchase Notes from lenders under the Company’s senior indebtedness, all of the Notes validly tendered in the Offer on or about October 9, 2020, unless extended or terminated by the Company in its sole discretion. Upon settlement, each holder who validly tendered their Notes on or prior to the Expiration Time will receive the total consideration of $0.40 per $1.00 principal amount of the Notes. Eligible holders of Notes will not be entitled to receive any cash payment with respect to accrued and unpaid interest on Notes accepted for purchase and any such accrued interest will be forfeited, as the per $1.00 principal amount ratio with respect to the Offer has been calculated to take account of accrued interest through the settlement of the Offer.
The Company is paying a soliciting dealer fee of $0.01 for each $1.00 principal amount of the Notes that are validly tendered and accepted for purchase pursuant to the Offer to retail brokers that are appropriately designated by their tendering holder clients to receive this fee.
If any of the conditions are not satisfied, the Company may terminate the Offer and return tendered Notes. The Company has the right to waive certain conditions with respect to the Offer. In addition, the Company has the right, in its sole discretion, to terminate the Offer at any time, subject to applicable law. For more information regarding the conditions referenced above, please refer to the Offer Documents.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The complete terms and conditions of the Offer for the Notes are set forth in the Offer Documents. The Company’s Offer is being made only through, and subject to the terms and conditions set forth in, the Offer Documents and related materials.
Ipreo LLC is acting as Solicitation Agent and Information Agent for the Offer for the Notes. Questions regarding the Company’s Offer or requests for the Offer Documents may be directed to Ipreo LLC at (212) 849-3880 (for banks and brokers) or (888) 593-9546 (for all others).
Neither the Company nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes, and if they decide to do so, the principal amount of the Notes to tender. Holders of the Notes should read carefully the Offer Documents and related materials before any decision is made.
About Colt Defense LLC
Colt Defense LLC, a Delaware limited liability company, with predecessors dating back to 1836, is one of the world’s oldest designers, developers and manufacturers of firearms for military, personal defense and recreational purposes. The Company’s product lines include handguns (pistols and revolvers), long guns & regulated offerings (global military and law enforcement products) and a range of firearms-related parts, training, services and brand licensing. The Company’s end customers encompass every segment of the firearms market, including U.S., Canadian and foreign military forces, global law enforcement and security agencies, consumers seeking personal protection, the hunting and sporting community and collectors.
Cautionary Statement on Forward-Looking Statements
Information in this release may involve outlook, expectations, beliefs, plans, intentions, strategies or other statements regarding the future, which are forward-looking statements. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to us as of the date of the release, and we assume no obligation to update any such forward-looking statements. The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please refer to "Risk to Non-Tendering Holders; Special Considerations" and "Forward-Looking Statements" in the Offer Documents for more information.
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