Colt Defense LLC Announces Tender Offer for 8.00% Fourth Priority Secured Notes Due 2021 and Related Consent Solicitation

WEST HARTFORD, Conn.–(BUSINESS WIRE)–September 10, 2020–

Colt Defense LLC (the “Company”) announced today that it has launched a cash tender offer to purchase any and all of its outstanding $5,865,680 aggregate principal amount of 8.00% Fourth Priority Secured Notes Due 2021 (the “Notes”). In connection with the tender offer, the Company is also soliciting consents from holders of the Notes to certain amendments to the indenture governing the Notes (the “Indenture”) to, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained therein, release the collateral securing the Notes and shorten the notice required to be given to holders of Notes in the case of a redemption of the Notes.

The Notes and other information relative to the Company’s tender offer and consent solicitation are set forth in the table below.

Notes

CUSIP
Number(s)

Aggregate
Principal Amount
Outstanding

Tender Offer
Consideration(1)

Early Tender
Payment(1)

Total
Consideration(1)(2)

8.00% Fourth Priority
Secured Notes due
2021

19687F AA4

$5,865,680

$0.375

$0.025

$0.40

(1)

Per $1.00 principal amount of Notes, excluding accrued and unpaid interest thereon, which interest will be forfeited.

(2)

Includes the tender offer consideration and the early tender payment.

Each holder who validly tenders its Notes and delivers its consent to the proposed amendments prior to 5:00 p.m., New York City time, on September 24, 2020, unless such time is extended by the Company (the “Early Tender Time”), will receive, if such Notes are accepted for purchase pursuant to the tender offer, 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. 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 tender offer has been calculated to take account of accrued interest through the settlement of the tender offer.

The tender offer is scheduled to expire at 5:00 p.m., New York City time, on October 8, 2020, unless extended or earlier terminated (the “Expiration Time”). Holders who validly tender their Notes after the Early Tender Time but on or prior to the Expiration Time will receive the tender offer consideration of $0.375 per $1.00 principal amount of the Notes, but will not receive the consent payment.

In connection with the tender offer, the Company is soliciting consents to amend the Indenture to, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained therein, release the collateral securing the Notes and shorten the notice required to be given to holders of Notes in the case of a redemption of the Notes.

Tendered Notes may be withdrawn at any time prior to 5:00 pm, New York City time, on September 24, 2020, but not thereafter, except to the extent that the Company are required by law to provide additional withdrawal rights (such time, as the same may be extended, the “Withdrawal Deadline”). Subject to the terms and conditions described below, payment of the total consideration or tender offer consideration, as applicable, is expected to occur promptly after the Early Tender Time or the Expiration Time, as applicable. The Company expects that such payment of the total consideration will be made on or about September 29, 2020, unless extended by the Company in its sole discretion. The Company expects that the payment of the tender offer consideration with respect to Notes tendered after the Early Tender Time will be made on or about October 9, 2020, unless extended by the Company in its sole discretion. In addition, at any time after the Early Tender Time but prior to the Expiration Time, and subject to the terms and conditions described below, the Company may accept for purchase Notes validly tendered on or prior to such time and purchase such Notes for the tender offer consideration or total consideration, as applicable, promptly thereafter.

The Company will pay a soliciting dealer fee of $0.01 for each $1 principal amount of the Notes that are validly tendered and accepted for purchase pursuant to the tender off 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 tender offer and consent solicitation and return tendered Notes. The Company has the right to waive certain conditions with respect to the tender offer. In addition, the Company has the right, in its sole discretion, to terminate the tender offer and consent solicitation at any time, subject to applicable law. For more information regarding the conditions referenced above, please refer to the Offer Documents (as defined below).

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 tender offer for the Notes are set forth in an Offer to Purchase and Consent Solicitation Statement dated September 10, 2020 and the related Letter of Transmittal (together, the “Offer Documents”) that are being sent to holders of the Notes. The Company’s tender offer and consent solicitation are being made only through, and subject to the terms and conditions set forth in, the Offer Documents and related materials.

Ipreo LLC will act as Solicitation Agent and Information Agent for the tender offer and consent solicitation for the Notes. Questions regarding the Company’s tender offer and consent solicitation 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 Offering Documents for more information.

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Caitlin Kehoe, 860.244.1360

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