The Tender Offer and Consent Solicitation expired at 12:00 midnight, New York City time, on June 27, 2013 (the “Expiration Time”). At the expiration time, Appvion had received the requisite consents from holders of the first lien notes in connection with the consent solicitation to amend the first lien notes indenture, and valid tenders had been received with respect to $300.71 million of the $305 million aggregate principal amount of first lien notes outstanding.
Appvion has accepted all such first lien notes for payment, and the tendering note holders received $1,059.68 per $1,000 in principal amount of first lien notes, including a consent payment of $50.00 per $1,000 principal amount of first lien notes, plus accrued and unpaid interest from the last interest payment date to, but not including, the settlement date.
Appvion also announced that it has entered into a $435 million senior secured credit facility, which includes a $335 million 6-year first lien term loan facility (the “term loan”) and a $100 million 5-year revolving credit facility (the “revolving credit facility”).
The senior secured credit facility has been established pursuant to a first lien credit agreement by and among Appvion, Paperweight Development Corp. and other guarantor parties thereto, Jefferies Finance LLC, as joint lead arranger, joint book runner and administrative agent, Fifth Third Bank, as joint lead arranger, joint book runner, revolver agent and swing line lender and L/C lender, KeyBank National Association, as joint lead arranger, joint book runner and documentation agent and the other lenders party thereto.
Appvion also issued a redemption notice to redeem on July 31, 2013 (the “notes redemption”) all of the $4.29 million aggregate principal amount of first lien notes outstanding after the consummation of the tender offer and consent solicitation, at a redemption price equal to $1,052.50 per $1,000 principal amount of first lien notes, plus accrued and unpaid interest from the last interest payment date to, but not including, the date of redemption, in accordance with the terms of the first lien notes indenture.
Appvion used a portion of the term loan proceeds to fund amounts payable under the tender offer and consent solicitation and to pay related fees and expenses. Going forward, the proceeds of the revolving credit facility will be used to provide ongoing working capital and for other general corporate purposes of Appvion and its subsidiaries.
Appvion produces thermal, carbonless and security papers and Encapsys products. Appvion, headquartered in Appleton, Wisconsin, has manufacturing operations in Wisconsin, Ohio and Pennsylvania.
