YRC Worldwide Increases Tender Offer to $150 Million and Increases Purchase Price for Convertible Notes
(Nasdaq: YRCW) today announced that it has amended the terms of its cash
tender offer with respect to its outstanding 5.0% Contingent Convertible
Senior Notes due 2023, 5.0% Net Share Settled Contingent Convertible Senior
Notes due 2023, 3.375% Contingent Convertible Senior Notes due 2023 and 3.375%
Net Share Settled Contingent Convertible Senior Notes due 2023 (collectively,
the “Convertible Notes”) and YRC Regional Transportation, Inc.’s (formerly
USFreightways Corporation) 8-1/2% Guaranteed Notes due
“8-1/2% Notes” and, together with the Convertible Notes, the “Notes”).
Under the amended terms of the tender offer, the company is offering to
pay an aggregate Purchase Price (as defined in the Offer to Purchase dated
including the payment date (“Accrued Interest”), not to exceed
(the “Maximum Aggregate Purchase Amount”) for the Notes.
In addition, the company has increased the Purchase Price for the
Convertible Notes. The consideration for each
Contingent Convertible Notes and 5% Net Share Settled Notes tendered and
accepted for purchase pursuant to the Tender Offer shall be
Interest, and the consideration for each
Contingent Convertible Notes and 3.375% Net Share Settled Notes tendered and
accepted for purchase pursuant to the Tender Offer shall be
Interest. The consideration offered for each
8-1/2% Notes remains unchanged.
Due to the size of the Maximum Aggregate Purchase Amount, all Notes
validly tendered (and not validly withdrawn) in the tender offer having a
first, second or third Acceptance Priority Level (“First Priority Notes”,
“Second Priority Notes” and “Third Priority Notes”, respectively) will be
accepted for purchase and will not be subject to proration. Due to the size
of the Maximum Aggregate Purchase Amount and depending on the principal amount
of Notes of each series validly tendered (and not validly withdrawn), Notes
with a fourth or fifth Acceptance Priority Level (“Fourth Priority Notes” and
“Fifth Priority Notes”, respectively) validly tendered (and not validly
withdrawn) may not be accepted for purchase or may be accepted for purchase on
a pro rata basis.
With respect to any particular Acceptance Priority Level, if none of the
Notes in any of the Acceptance Priority Levels higher than such Acceptance
Priority Level is validly tendered, then the company would purchase all of the
outstanding Notes validly tendered (and not validly withdrawn) of such
Acceptance Priority Level.
If the aggregate Purchase Price, plus Accrued Interest, for the First,
Second and Third Priority Notes that are validly tendered (and not validly
withdrawn) is less than the Maximum Aggregate Purchase Amount, the Fourth
Priority Notes validly tendered (and not validly withdrawn) will be accepted
for purchase if the aggregate Purchase Price, plus Accrued Interest, for such
Fourth Priority Notes does not exceed the remaining portion of the Maximum
Aggregate Purchase Amount. If the aggregate Purchase Price, plus Accrued
Interest, for such Fourth Priority Notes exceeds the remaining portion of the
Maximum Aggregate Purchase Amount, the Fourth Priority Notes will be accepted
for purchase on a pro rata basis (with adjustments downward to avoid the
purchase of Notes in a principal amount other than integral multiples of
If the aggregate Purchase Price, plus Accrued Interest, for the First,
Second, Third and Fourth Priority Notes that are validly tendered (and not
validly withdrawn) is less than the Maximum Aggregate Purchase Amount, the
Fifth Priority Notes validly tendered (and not validly withdrawn) will be
accepted for purchase if the aggregate Purchase Price, plus Accrued Interest,
for such Fifth Priority Notes does not exceed the remaining portion of the
Maximum Aggregate Purchase Amount. If the aggregate Purchase Price, plus
Accrued Interest, for such Fifth Priority Notes exceeds the remaining portion
of the Maximum Aggregate Purchase Amount, the Fifth Priority Notes will be
accepted for purchase on a pro rata basis (with adjustments downward to avoid
the purchase of Notes in a principal amount other than integral multiples of
Full details of the terms and conditions of the tender offer are included
in the company’s Offer to Purchase dated
accompanying Letter of Transmittal. Except as described herein, all other
terms and conditions of the tender offer are unchanged. All Notes previously
tendered and not withdrawn will remain subject to the tender offer, subject to
the right of each holder to withdraw his or her Notes.
As of
to Section 10.01(d) of each Convertible Note Indenture (as such term is
defined in the Offer to Purchase dated
refer to the applicable Convertible Note Indenture to determine his or her
rights thereunder.
— The 5.0% Contingent Convertible Notes are convertible into shares of
the company’s common stock at the conversion price of
adjustment), which represents a conversion rate of approximately 25.4842
shares of common stock per
shares of common stock will be paid in cash in accordance with the terms of
the applicable Convertible Note Indenture.
— The 5.0% Net Share Settled Notes are convertible into cash and shares
of the company’s common stock, if any, based on an amount calculated pursuant
to a formula set forth in the applicable Convertible Note Indenture. Assuming
a volume-weighted average price (“VWAP”) per share of common stock of
(which was the VWAP displayed on Bloomberg on
the five trading days immediately following the conversion date, each
principal amount of such Notes would be convertible into
— The 3.375% Contingent Convertible Notes are convertible into shares of
the company’s common stock at the conversion price of
adjustment), which represents a conversion rate of approximately 21.7391
shares of common stock per
shares of common stock will be paid in cash in accordance with the terms of
the applicable Convertible Note Indenture.
— The 3.375% Net Share Settled Notes are convertible into cash and shares
of the company’s common stock, if any, based on an amount calculated pursuant
to a formula set forth in the applicable Convertible Note Indenture. Assuming
a VWAP per share of common stock of
immediately following the conversion date, each
such Notes would be convertible into
This news release is for informational purposes only and is not an offer
to buy, or the solicitation of an offer to sell, any of the Notes. The
solicitation of offers to buy the Notes is only being made pursuant the tender
offer documents, including the Offer to Purchase dated
accompanying Letter of Transmittal and related materials, that the company has
furnished to Noteholders and has filed with the Securities and Exchange
Commission (the “Commission”). Noteholders are strongly encouraged to read
carefully the Offer to Purchase, the accompanying Letter of Transmittal and
any other related materials, including materials filed with the Commission,
because they will contain important information. Noteholders may obtain free
copies of these materials, including the Offer to Purchase and the
accompanying Letter of Transmittal, at the Commission’s website at
www.sec.gov.
Goldman, Sachs & Co. is the Dealer Manager of the tender offer. Persons
with questions regarding the tender offer should contact Goldman, Sachs & Co.
at (212) 357-4692 or (toll-free) (800) 828-3182 (Attention: Liability
Management Group). Requests for copies of the Offer to Purchase, Letter of
Transmittal and related materials should be directed to Global Bondholder
Services Corporation, the Information Agent and Depositary for the tender
offer, at (212) 430-3774 (for banks and brokers only) or (866) 470-4300 (for
all others and toll-free).
Certain statements in this news release include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (each a
“forward-looking statement”). Forward-looking statements include those
preceded by, followed by or include the words “will,” “may” or similar
expressions. The company’s actual results could differ materially from those
projected by these forward-looking statements due to a number of factors,
including (without limitation), the principal amount of Notes of each series
tendered, the satisfaction or waiver of the conditions of the tender offer
contained in the Offer to Purchase, and the risk factors that are from time to
time included in the company’s reports filed with the Commission, including
the company’s Annual Report on Form 10-K for the year ended
YRC Worldwide Inc., a Fortune 500 company and one of the largest
transportation service providers in the world, is the holding company for a
portfolio of successful brands including Yellow Transportation, Roadway,
Reimer Express, YRC Logistics, New Penn,
The enterprise provides global transportation services, transportation
management solutions and logistics management. The portfolio of brands
represents a comprehensive array of services for the shipment of industrial,
commercial and retail goods domestically and internationally. Headquartered
in
SOURCE YRC Worldwide Inc.
