American Railcar Industries, Inc.'s Wholly Owned Subsidiary Commences Consent Solicitation From Its Noteholders
Specifically, Longtrain has commenced the solicitation of consents from the holders of its 2.98% Fixed Rate Secured Railcar Equipment Notes, Class A-1 (the “Class A-1 Notes”) and its 4.06% Fixed Rate Secured Railcar Equipment Notes, Class A-2 (the “Class A-2 Notes,” and together with the Class A-1 Notes, the “Notes”) to the approval of an amendment (the “First Indenture Supplement”) to the indenture governing such Notes (the “Indenture”) to allow ARI to act as the manager of the railcars that serve as collateral under the Indenture, and entry into new agreements providing for such management, including a replacement management agreement and new lease administration and collateral agency agreements (collectively, the “New Agreements”). The Indenture currently provides that the Company’s former affiliate,
The consent solicitation is being made in accordance with the terms and subject to the conditions set forth in a Consent Solicitation Statement, dated
If the approval of the Requisite Majority is received, holders of Notes who validly and timely deliver executed Consent Forms (and do not validly revoke such Consent Forms) in the manner described in the Consent Solicitation Statement and the Consent Form will be eligible to receive a consent fee equal to
The consummation of the consent solicitation is subject to a number of conditions that are set forth in the Consent Solicitation Statement, including without limitation (1) the receipt of the consents of the Requisite Majority prior to the Consent Expiration Time (which consents shall not have been validly and timely revoked) and (2) the execution and delivery of the First Indenture Supplement and the New Agreements.
Consents may be revoked at any time up to, but will become irrevocable upon, the Consent Expiration Time. If the consent of the Requisite Majority is received, then upon execution of the First Indenture Supplement and the New Agreements, these agreements will be operative and binding upon all holders of the Notes, whether or not such holders have delivered consents.
A more comprehensive description of the consent solicitation and the proposed amendment can be found in the Consent Solicitation Statement and related Consent Form.
This press release, the Consent Solicitation Statement, and the related Consent Form shall not constitute an offer to sell or a solicitation of an offer to purchase any Notes or other securities. The consent solicitations are being made only by, and pursuant to the terms of, the solicitation documents, and the information in this press release is qualified by reference to the solicitation documents. No recommendation is made, or has been authorized to be made, as to whether or not holders of Notes should consent to the adoption of the First Indenture Supplement and the New Agreements pursuant to the consent solicitation. Each holder of Notes must make its own decision as to whether to give its consent.
ARI is a prominent North American designer and manufacturer of hopper and tank railcars. ARI provides its railcar customers with integrated solutions through a comprehensive set of high quality products and related services. ARI manufactures and sells railcars, custom designed railcar parts, and other industrial products. ARI and its subsidiaries also lease railcars manufactured by the Company to certain markets. In addition, ARI and its subsidiaries provide railcar repair services through its various repair facilities, including mini-shops and mobile units, offering a range of services from full to light repair. More information about
Forward Looking Statement Disclaimer
This press release contains statements relating to the Company's objectives, long-term strategies and/or future business prospects, events and plans that are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements represent the Company’s estimates and assumptions only as of the date of this press release. Such statements include, without limitation, statements regarding: the Company’s management of its and its subsidiaries’ railcars, the ability to obtain the consent of the requisite number of holders of the Notes, the Company’s intent to pay a consent fee upon the completion of certain conditions, and the Company’s strategic objectives and long-term strategies. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated. Investors should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. Potential risks and uncertainties that could adversely affect our business and prospects include without limitation: the risk that holders of Notes do not respond or do not consent to the actions for which consents are being solicited on the terms the Company has proposed and the additional risk factors described in ARI’s filings with the
Source: American Railcar Industries, Inc.