PITTSBURGH, Kan., July 18,
2024 /PRNewswire/ -- Watco Companies, L.L.C. and its
wholly-owned subsidiary, Watco Finance Corp. (collectively, the
"Company"), today announced the expiration of its cash tender offer
to purchase (the "Offer") any and all of the outstanding 6.500%
Senior Notes due 2027 (the "2027 Notes"). The Offer described
herein was made on the terms and conditions set forth in the Offer
to Purchase, dated July 8, 2024 (the
"Offer to Purchase") and the related Notice of Guaranteed Delivery.
Capitalized terms used but not defined in this announcement have
the meanings given to them in the Offer to Purchase. The offer
expired at 5:00 p.m., New York City time, on July 17, 2024 (the "Expiration Date"). The
settlement date for the Offer will be on or about July 22, 2024 (the "Settlement Date").
According to information provided by D.F. King & Co., Inc.,
$540,218,000 aggregate principal
amount of the 2027 Notes were validly tendered prior to or at the
Expiration Date and not validly withdrawn prior to the Withdrawal
Deadline. In addition, $19,761,000
aggregate principal amount of the 2027 Notes were tendered pursuant
to the guaranteed delivery procedures set forth in the Offer to
Purchase (the "Guaranteed Delivery Procedures") and remain subject
to the Holders' performance of the delivery requirements under such
procedures. The table below provides certain information about the
Offer, including the aggregate principal amount of the 2027 Notes
validly tendered prior to the Expiration Date and not validly
withdrawn prior to the Withdrawal Deadline and the aggregate
principal amount of 2027 Notes reflected in Notices of Guaranteed
Delivery delivered at or prior to the Expiration Date.
The Company plans to accept for purchase $540,218,000 combined aggregate principal amount
of 2027 Notes under the Offer (excluding 2027 Notes delivered
pursuant to the Guaranteed Delivery Procedures).
Series of
Notes
|
CUSIP/ISIN
Numbers
|
Aggregate
Principal Amount
Outstanding
|
Aggregate
Principal
Amount
Tendered (1)
|
Principal
Amount
Reflected in
Notices of
Guaranteed
Delivery
|
6.500% Senior
Notes due 2027
|
941130AB2/
U94127AB0
|
$600,000,000
|
$540,218,000
|
$19,761,000
|
(1) The amounts exclude the principal amount of 2027 Notes for
which Holders have complied with certain procedures applicable to
guaranteed delivery pursuant to the Guaranteed Delivery Procedures.
Such amounts remain subject to the Guaranteed Delivery Procedures.
2027 Notes tendered pursuant to the Guaranteed Delivery Procedures
are required to be tendered at or prior to 5:00 p.m., New York
City time, on July 19, 2024.
Holders of 2027 Notes must validly tender their 2027 Notes, or
submit a Notice of Guaranteed Delivery and comply with the related
procedures, prior to the Expiration Date, and not withdraw their
2027 Notes prior to the Withdrawal Deadline, in order to be
eligible to receive $1,013.24 in cash
for each $1,000 principal amount of
the 2027 Notes on the Settlement Date (the "Consideration"). In
addition to the Consideration, Holders whose 2027 Notes are
accepted for purchase will receive a cash payment representing the
accrued and unpaid interest on such 2027 Notes from the last
interest payment date up to, but not including, the Settlement
Date. Interest will cease to accrue on the Settlement Date for all
accepted 2027 Notes, including those tendered through the
Guaranteed Delivery Procedures.
The Company retained Wells Fargo Securities to act as the dealer
manager and D.F. King & Co., Inc. to act as the tender and
information agent for the Offer. For additional information
regarding the terms of the Offer, please contact Wells Fargo
Securities at +1 (866) 309-6316 (toll-free), (704) 410-4759
(collect) or liabilitymanagement@wellsfargo.com. Requests for
copies of the Offer to Purchase and questions regarding the
tendering of 2027 Notes may be directed to D.F. King & Co.,
Inc. at (212) 269-5550 (for banks and brokers) or (800) 283-9185
(all others, toll-free) or email watco@dfking.com. The Offer to
Purchase, and the related Notice of Guaranteed Delivery are
available at the following website: www.dfking.com/watco.
None of the Company, the Dealer Manager, the Tender and
Information Agent or the trustee (nor any director, officer,
employee, agent or affiliate of, any such person) made any
recommendation whether Holders should tender or refrain from
tendering 2027 Notes in the Offer, and no one had been authorized
by any of them to make such a recommendation. Holders must make
their own decision as to whether to tender their 2027 Notes and, if
so, the principal amount of the 2027 Notes to tender.
About Watco Companies, L.L.C.
Watco, headquartered in Pittsburg,
Kansas, is a leading provider of integrated transportation
services, providing a broad set of supply chain solutions. Watco
provides short line railroad, terminal and port, and logistics
services to over 3,500 customers across the U.S., Mexico, Canada and Australia. Watco owns and operates a diverse
portfolio of transportation infrastructure assets across
North America which includes being
the second largest short line railroad operator (by mileage) and,
according to Watco internal estimates, one of the largest bulk and
break bulk terminaling services providers. More information about
Watco and its subsidiaries can be found at www.watco.com.
Forward-Looking Statements
This press release includes forward-looking statements. These
forward-looking statements are identified as any statement that
does not relate strictly to historical or current facts. They use
words such as "anticipate," "believe," "intend," "plan," "project,"
"forecast," "strategy," "position," "continue," "estimate,"
"expect," "may," or the negative of those terms or other variations
of them or comparable terminology. In particular, statements,
express or implied, concerning the timing for the closing of the
Offer and the satisfaction of the conditions to the closing of the
Offer are forward-looking statements. All statements other than
statements of historical or current facts included in this press
release that address activities, events, or developments that are
expected, believed, or anticipated to occur or that may occur in
the future are forward-looking statements.
Forward-looking statements are based on the Company's current
expectations and beliefs concerning future events affecting the
Company, and are subject to uncertainties and factors relating to
the Company's operations and business environment, all of which are
difficult to predict and many of which are beyond the Company's
control. Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, the
Company does not know whether its expectations will prove correct.
Any or all of the forward-looking statements in this press release
may turn out to be wrong. They can be affected by inaccurate
assumptions or by known or unknown risks and uncertainties. There
are a number of factors that could cause the Company's actual
results to differ materially from those indicated in these
statements.
The information set forth herein speaks only as of the date
hereof, and the Company undertakes no obligation to update publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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SOURCE Watco Companies, LLC