WESTBOROUGH, Mass., Aug. 22, 2024 /PRNewswire/ — United Site Services (the “Company”), the largest provider of portable sanitation services and complementary site solutions in the United States, announced today the commencement of an offer (the “Exchange Offer”) to eligible holders of PECF USS Intermediate Holding III Corporation (“PECF”)’s 8.000% senior notes due 2029 (CUSIP Nos. 69291H AA3 / U7050W AA8; ISINs: US69291HAA32 / USU7050WAA81) (the “Existing Notes”) to exchange any and all of the US$242,746,000 aggregate principal amount outstanding of Existing Notes for the following consideration of Vortex Opco, LLC (the “Issuer”): (i) either (A) the Issuer’s first lien “first out” senior secured term loans (the “First Out Term Loans”) under a senior secured credit agreement entered into on August 22, 2024 (the “Cayman Credit Agreement”) or (B) the Issuer’s first lien “first out” floating rate senior secured notes due 2030 (the “First Out Notes”) with substantially identical economic terms, and (ii) the Issuer’s 8.000% first lien “third out” senior secured notes due 2030 (the “Third Out Notes”), originally issued on August 22, 2024 (the “Initial Third Out Notes”), as previously announced under the Company’s August 22, 2024 press release (the “Initial Transactions Press Release”). The First Out Term Loans, the First Out Notes and the Third Out Notes are collectively referred to as “Offered Consideration”. The Exchange Offer is being made pursuant to the terms of the Exchange Offer Materials (as defined below).
Concurrently with the Exchange Offer, the Company is offering to lenders under its existing term loan facility the opportunity to fund additional first lien second-out term loans (“Second Out Term Loans”) under the Cayman Credit Agreement (the “Second Out Term Loan Borrowing”), the proceeds of which will be used to repurchase such lenders’ participation in the existing term loan facility at a purchase price equal to 80% of the principal amount. The Second Out Term Loans have a maturity of December 17, 2028 and may be extended by the Company to April 30, 2030 subject to the payment of an extension fee. Existing lenders that agree to participate by August 29, 2024 will receive Second Out Term Loans that are expected to be fungible for U.S. income tax purposes with the Second Out Term Loans originally made on August 22, 2024, as previously announced under the Initial Transactions Press Release.
As disclosed in the Initial Transactions Press Release, the Offered Consideration and the Second Out Term Loans are guaranteed on a senior secured basis by PECF and all the U.S. guarantors of the existing debt as well as the Cayman parent company of the Issuer. The Offered Consideration and the Second Out Term Loans are secured on a first lien basis by substantially all of the Company’s assets that currently secure the Company’s existing term loans, on a pari passu basis with the existing term loans and among the Offered Consideration and the Second Out Term Loans, with a second priority lien on ABL collateral. In addition, the Offered Consideration and the Second Out Term Loans are also secured by amounts owed under the Intercompany Loan and by equity interests in the Issuer and its Cayman parent.
Important Exchange Offer Information
The Exchange Offer will expire at 5:00 p.m. (New York City time) on September 23, 2024, unless extended (such time and date, as it may be extended, the “Expiration Date”). Eligible holders who validly tender their Existing Notes for exchange at or prior to 5:00 p.m. (New York City time) on September 6, 2024 (such date and time, as it may be extended, the “Early Participation Date”) will be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below). Eligible holders who validly tender their Existing Notes for exchange at or prior to 5:00 p.m. (New York City time) on August 29, 2024 (such date and time, the “Fungibility Early Participation Date”) will be eligible to receive, in addition to the Early Participation Payment, First Out Term Loans and Third Out Notes that are expected to be fungible for U.S. income tax purposes with the First Out Term Loans borrowed under the Cayman Credit Agreement on August 22, 2024 (“Initial First Out Term Loans”) and with the Initial Third Out Notes, respectively. Eligible holders who validly tender their Existing Notes for exchange after the Early Participation Date, but at or prior to the Expiration Date, will not be eligible to receive the Early Participation Payment and will therefore only be eligible to receive the Exchange Offer Consideration (defined below).
Any Existing Notes that have been validly tendered pursuant to the Exchange Offer may not be revoked or withdrawn, except as may be required by applicable law.
Pursuant to the terms of the Exchange Offer, eligible holders will receive, per $1,000 principal amount of Existing Notes validly tendered, a combination of:
(i) $144 principal amount of First Out Term Loans or $144 principal amount of First Out Notes; and
(ii) $602 principal amount of Third Out Notes (items (i) and (ii), the “Exchange Offer Consideration”).
Eligible holders of Existing Notes that validly tender their Existing Notes at or prior to the Early Participation Date will also be eligible to receive $25 principal amount of Third Out Notes per $1,000 principal amount of Existing Notes validly tendered (the “Early Participation Payment”, and together with the Exchange Offer Consideration, the “Total Consideration”).
Pursuant to the Exchange Offer, Existing Notes may be tendered only in principal amounts equal to the authorized minimum denominations for the Existing Notes, which are minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders who tender less than all of their Existing Notes must continue to hold at least the minimum authorized denomination of $2,000 principal amount of their Existing Notes.
Exchange Offer Settlement
The Company expects to settle the Existing Notes validly tendered on or about the second business day following (i) the Fungibility Early Participation Date, or September 3, 2024 (the “Fungibility Early Settlement Date”), and (ii) the Expiration Date, or September 26, 2024 (the “Final Settlement Date”).
It is expected that the First Out Term Loans and First Out Notes, if any, issued on the Fungibility Early Settlement Date will not be fungible for U.S. income tax purposes and trade interchangeably with the First Out Term Loans and First Out Notes, if any, issued on the Final Settlement Date, respectively. Similarly, it is expected that the Third Out Notes issued on the Fungibility Early Settlement Date and on the Final Settlement Date will not be fungible for U.S. income tax purposes and trade interchangeably with each other.
Below is a summary of the Exchange Offer important dates:
|
Date |
Calendar Date and Time |
Event |
|
Commencement Date |
August 22, 2024 |
The commencement date of the Exchange Offer. |
|
Fungibility Early Participation |
5:00 p.m., New York City time, on August |
The last time and day for eligible holders to tender Existing Notes |
|
Fungibility Early Settlement |
Expected to be at least two business days |
The date that Existing Notes that are validly tendered on or prior |
|
Early Participation Date |
5:00 p.m., New York City time, on |
The last time and day for eligible holders to tender Existing Notes |
|
Expiration Date |
5:00 p.m., New York City time, on |
The last time and day for eligible holders to tender Existing Notes |
|
Final Settlement Date |
Expected to be at least two business days |
The date that Existing Notes that are validly tendered |
No solicitation or offer to participate in the Exchange Offer of Concurrent Second Out Term Loan Borrowing
The terms of the Exchange Offer and the Offered Consideration are more fully described in the offering memorandum delivered to eligible holders on this date (the “Exchange Offering Memorandum”) and additional documents made available to eligible holders (together with the Exchange Offering Memorandum, the “Exchange Offer Materials”). Only eligible holders who have completed an eligibility certification on the Information and Exchange Agent Website (as defined below) are authorized to receive or review the Exchange Offer Materials and to participate in the Exchange Offer. There can be no assurance that the Exchange Offer will be commenced or consummated on the terms described in this press release or at all. This press release is qualified in its entirety by the Exchange Offer Materials.
Kroll Restructuring Administration LLC d/b/a Kroll Issuer Services (US) will act as the Information Agent and the Exchange Agent for the Exchange Offer. Questions or requests for assistance related to the Exchange Offer, including for assistance in completing an eligibility letter, or for additional copies of the Exchange Offer Materials, may be directed to Kroll at (646) 817-2929 (banks and brokers), (855) 360-2999 (toll free), or email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. The eligibility certification for the Exchange Offer can be accessed at the following link: https://deals.is.kroll.com/PECFExchange (the “Information and Exchange Agent Website”).
The terms of the potential concurrent Second Out Term Loan Borrowing transaction are described separately in a presentation provided by the Company to existing lenders on this date and in the Cayman Credit Agreement (collectively, the “Term Loan Materials”), each made available to such lenders on the Company’s secured data site (the “Lender Site”).
The Company will host a call at 10:00 a.m. (New York City time) on August 23, 2024 for eligible holders and existing lenders on the terms of the Exchange Offer and Second Out Loan Borrowing. Details will be provided via the Information and Exchange Agent Website and Lender Site.
This press release does not constitute an offer or an invitation to participate in the Exchange Offer or concurrent Second Out Term Loan Borrowing. The Exchange Offer is only being made pursuant to the Exchange Offer Materials and the concurrent Second Out Term Loan Borrowing is only being made pursuant to the Term Loan Materials. Eligible holders are urged to read the Exchange Offer Materials carefully before making any decision with respect to their Existing Notes and existing lenders are urged to read the Term Loan Materials carefully before making any decision with respect to their existing term loans.
This press release is for informational purposes only and does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This press release is released for disclosure purposes only, in accordance with applicable legislation. It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Company in any jurisdiction where it is illegal to do so. This press release to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement.
Neither the U.S. Securities and Securities Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Exchange Offer, passed upon the merits or fairness of the Exchange Offer, or passed upon the adequacy or accuracy of the disclosure in the Exchange Offering Memorandum.
The Exchange Offer is being made and will be issued only: (i) in the United States, to holders of Existing Notes who are (x) “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (y) institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D under the Securities Act; and (ii) outside the United States, to holders of Existing Notes who are not “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance on Regulation S of the Securities Act.
Neither the delivery of this announcement, the Exchange Offer, any exchange of Existing Notes pursuant to the Exchange Offer, any purchase of existing term loans nor any borrowing of Second Out Term Loans shall under any circumstances create any implication that the information contained in this announcement, the Exchange Offering Memorandum, or the Term Loan Materials is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Company’s affairs since the date hereof or thereof.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management’s current expectations and estimates about future events and financial trends, which affect or may affect the Company’s businesses and results of operations. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the planned Exchange Offer and Second Out Term Loan Borrowing. Although the Company believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to the Company. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and the Company’s future results may differ materially from those expressed in these estimates and forward-looking statements.
All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
About United Site Services
With over 140 locations coast-to-coast, United Site Services is the nation’s largest provider of portable sanitation services and complementary site solutions in the United States, including portable restrooms and trailers, hand hygiene stations, temporary fence and more.
Media Contacts
Andrew Merrill / John Perilli
Prosek Partners for United Site Services
[email protected]
SOURCE United Site Services Inc.