SALT LAKE CITY, Nov. 17, 2017 (GLOBE NEWSWIRE) — Sorenson Holdings, LLC (“Sorenson Holdings”) announced today that it is commencing a modified “Dutch Auction” cash tender offer (the “Offer”) for a portion of its and Sorenson Finance Corp.’s outstanding Senior Unsecured PIK Toggle Notes due 2021 (the “HoldCo Notes”). A summary of the offer is outlined below:
|CUSIPs / ISINs||Title of Security||Principal Amount
|CUSIP Nos. 83583T AA5, U8358L AA9
ISIN Nos. US83583TAA51, USU8358LAA99
Unsecured PIK Toggle
Notes due 2021
|$193,862,326||$95,000,000||$940 to $1,000|
(1) Per $1,000 principal amount of Notes.
(2) Not including accrued and unpaid interest on the Notes accepted in the Offer up to, but not including, the Settlement Date, which will be paid in addition to the Consideration (as defined below).
Sorenson Holdings is offering to purchase, for cash, up to $95.0 million (the “Maximum Face Amount”) in aggregate principal amount of the HoldCo Notes in accordance with the modified “Dutch Auction” procedures, described below. As of November 9, 2017, the aggregate outstanding principal amount of the HoldCo Notes was $193,862,326.
The Offer will expire at 5:00 p.m. New York City time on December 18, 2017, unless extended or earlier terminated by Sorenson Holdings in its sole discretion (such date and time, as the same may be extended, the “Expiration Date”). Holders must validly tender and not validly withdraw their HoldCo Notes at or prior to the Expiration Date, in order to be eligible to receive the Consideration for their HoldCo Notes. The “Consideration” for each $1,000 principal amount of HoldCo Notes validly tendered (and not validly withdrawn) prior to the Expiration Date pursuant to the Offer (subject to proration) and accepted for purchase by Sorenson Holdings will be equal to the Clearing Price (as defined below).
The Offer is subject to the terms and conditions described in the offer to purchase dated November 17, 2017 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”).
The Offer is being conducted as a modified “Dutch Auction.” This means that holders who elect to participate must specify the price they would be willing to receive in exchange for each $1,000 principal amount of HoldCo Notes they choose to tender in the Offer. The price that holders specify for each $1,000 principal amount of HoldCo Notes must be in increments of $10.00 per $1,000 principal amount, and must be within a range of $940 (the “Minimum Offer Price”) to $1,000 (the “Maximum Offer Price”) per $1,000 principal amount of HoldCo Notes. Holders who do not specify a price will be deemed to have specified a price equal to the Minimum Offer Price in respect of HoldCo Notes tendered and to accept the Clearing Price determined by Sorenson Holdings in accordance with the terms of the Offer. Tenders of HoldCo Notes for which a price is specified below the Minimum Offer Price or in excess of the Maximum Offer Price will not be accepted and will not be used for the purpose of determining the Clearing Price. Tenders of Notes not submitted with offer prices in whole increments of $10.00 per $1,000 principal amount will be rounded down to the nearest $10.00 increment.
Sorenson Holdings, if it accepts HoldCo Notes in the Offer, will accept Notes validly tendered (and not validly withdrawn) in the order of the lowest to the highest tender prices specified by tendering holders (in increments of $10.00 per $1,000 principal amount), and on or promptly following the Expiration Date will select the single lowest price (the “Clearing Price”) per $1,000 principal amount of HoldCo Notes that will enable Sorenson Holdings to purchase the principal amount of HoldCo Notes equal to the Maximum Face Amount, taking into account the Consideration and the proration described below (or, if HoldCo Notes in a principal amount less than the Maximum Face Amount are validly tendered, all HoldCo Notes so tendered). The price at which HoldCo Notes were validly tendered and not validly withdrawn on or prior to the Expiration Date will be used for the purpose of determining the Clearing Price and proration, as described below.
The Clearing Price will be calculated on or promptly following the Expiration Date. All HoldCo Notes not accepted on the Settlement Date, which will be promptly after the Expiration Date, as a result of proration and all HoldCo Notes tendered at prices in excess of the Clearing Price will be rejected from the Offer and will be returned to tendering holders at Sorenson Holdings’ expense promptly following the earlier of the Settlement Date or the date on which the Offer is terminated.
If, at the Expiration Date, the aggregate principal amount of the HoldCo Notes validly tendered at or below the Clearing Price (and not validly withdrawn) exceeds the Maximum Face Amount, then, on the Settlement Date, subject to the terms and conditions of the Offer, Sorenson Holdings, if it accepts the HoldCo Notes in the Offer, will accept for purchase, first, HoldCo Notes validly tendered (and not validly withdrawn) at prices (in increments of $10.00 per $1,000 principal amount) below the Clearing Price and, thereafter, HoldCo Notes validly tendered (and not validly withdrawn) at the Clearing Price on a prorated basis according to the principal amount of such HoldCo Notes. All HoldCo Notes not accepted on the Settlement Date as a result of proration and all Notes tendered at prices in excess of the Clearing Price will be rejected from the Offer and will be returned to tendering holders at Sorenson Holdings’ expense promptly following the earlier of the Settlement Date or the date on which the Offer is terminated. For the avoidance of doubt, all HoldCo Notes tendered at a price below the Clearing Price will be purchased at the Clearing Price rather than at their tender prices.
If the Offer is not fully subscribed as of the Expiration Date, all HoldCo Notes validly tendered at or prior to the Expiration Date may be accepted without proration and, in such case, the Clearing Price will be equal to the highest bid price at or below the Maximum Offer Price received for Notes validly tendered (and not validly withdrawn), provided the conditions to the Offer are satisfied or waived by Sorenson Holdings.
Sorenson Holdings will make appropriate adjustments downward to the nearest $1.00 principal amount to avoid purchases of Notes in principal amounts other than integral multiples of $1.00. Holders whose HoldCo Notes are accepted by Sorenson Holdings for purchase pursuant to the Offer, will receive, in addition to the Consideration, a cash payment representing the accrued and unpaid interest on those HoldCo Notes from the last interest payment date for such HoldCo Notes preceding the Settlement Date to, but not including, the Settlement Date. Sorenson Holdings will announce the determination of the Clearing Price and the results of any proration, if applicable, by press release on or promptly following the Settlement Date.
Sorenson Holdings intends to finance the tender offer with the proceeds of an intercompany loan from Sorenson Holdings’ indirect wholly owned subsidiary, Sorenson Communications, LLC, a Utah limited liability company (“OpCo”). In addition, OpCo announced today that it entered into an amendment to its First Lien Credit and Guaranty Agreement to, among other things, permit OpCo to make the intercompany loan to Sorenson Holdings.
Sorenson Holdings’ consummation of the tender offer is subject to the satisfaction or waiver of certain conditions, including, among other things, the receipt by Sorenson Holdings of an intercompany loan from OpCo. Subject to applicable law, Sorenson Holdings reserves the right to extend, terminate or amend the tender offer in its sole discretion. Full details of the terms and conditions of the tender offer are included in the Offer to Purchase.
Neither Sorenson Holdings nor any other person makes any recommendation as to whether holders should tender HoldCo Notes and no one has been authorized to make such a recommendation. Holders must make their own decisions as to whether to tender HoldCo Notes.
Any requests for copies of the Offer to Purchase and any inquiries regarding the tender offer may be directed to D.F. King & Co., Inc., the Information Agent and Tender Agent for the tender offer at (212) 269-5552 (collect) or (800) 581-3783 (toll free).
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell the HoldCo Notes or any other securities. The tender offer is being made only through and subject to the terms and HoldCo Notes should carefully read these documents before making any decision with respect to the tender offer. The tender offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About Sorenson Communications
Sorenson Communications, LLC (www.sorenson.com) is a provider of industry-leading communications products and services for the Deaf and hard-of-hearing. The company’s offerings include SVRS®, the highest-quality video interpreting service; the ntouch® VP and the ntouch VP2 videophones, designed especially for use by Deaf individuals; ntouch PC, software that connects users to SVRS by using a PC and webcam; ntouch for Mac®, software that connects users to SVRS by using an Apple® computer; and ntouch Mobile, an application empowering SVRS communication via tablet and mobile devices.
If you choose Sorenson as your default provider, you can port your existing 10-digit number to Sorenson from another provider or Sorenson can provide you with one for the geographic area where you live or work. If you later change your default provider, you can port your number to that provider. When selecting Sorenson, you must provide to Sorenson the physical address (i.e., the Registered Location) from which you are placing the call, so that Sorenson can properly route any 911 calls you may make. If you move or change your location, you must notify Sorenson immediately. You can update your Registered Location from your Sorenson videophone by calling 800-659-4810 or by visiting www.svrs.com/moving. Sorenson will confirm receipt of your Registered Location information. Emergency calls made via internet-based TRS may not function the same as traditional E911 service. For example, you may not be able to dial 911 if there is an internet-service failure or if you lose electrical power, and your 911 call may not be routed correctly if you have not updated your Registered Location. For more information on the process of obtaining 10-digit numbers and the limitations and risks associated with using Sorenson’s VRS to place a 911 call, please visit Sorenson’s website: www.sorenson.com/disclaimer. For information on toll-free numbering, please visit www.svrs.com/tollfree.
Forward Looking Statements
The statements included in this news release may constitute “forward-looking statements” within the meaning of U.S. federal securities laws. In addition to the assumptions specifically mentioned in the above paragraphs, there are a number of other factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, Sorenson Holdings’ ability to consummate the tender offer on the terms described in this news release or at all, Sorenson Holdings’ substantial debt and lease obligations, Video Relay Service and IP Captioned Telephone Service rates, future regulatory actions by the Federal Communications Commission, pending patent litigation and other factors detailed in risk factors and elsewhere in the Offer to Purchase. Should one or more of these risks or uncertainties materialize or the consequences of such a development worsen, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. Sorenson disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Press Contact: D.F. King & Co., Inc., the Information Agent and Tender Agent for the tender offer at (212) 269-5552 (collect) or (800) 581-3783 (toll free)