Vericast offers to exchange 8 3/8%, 12½% notes for new 11% notes

Chicago, Aug. 17 – Vericast Corp. started exchange offers and consent solicitations on Monday for its $800 million outstanding 8 3/8% senior secured notes due 2022 (Cusips: U24645AF7, U24645AG5) and its $324,998,910 outstanding 12½% senior secured notes due 2024 (Cusip: U9229AAA8), according to an announcement from a market source.

The company is offering to exchange the existing notes for new 11% first-lien senior secured notes due Sept. 15, 2026.

The company is also soliciting consents to amend the indenture governing the 2022 notes.

The exchange offers will expire at 11:59 p.m. ET on Sept. 13.

Additional consideration will be paid to early tendering noteholders who tender their notes by 5 p.m. ET on Aug. 27, also the withdrawal deadline.

Noteholders are being offered a total consideration of $1,010 of new notes for $1,000 of old notes plus a $10 cash consideration if they tender their 2022 notes and $1,030 of new notes for $1,000 of old notes plus a $10 cash consideration if they tender their 2024 notes.

The total considerations include $50 of additional new notes and the $10 cash for early tendering holders that will not be given to holders who tender after the early deadline.

Prior to the exchange offers, a certain holder agreed to tender $400 million in total principal amount of old notes for the new notes.

There is a minimum tender condition where at least 88% of the outstanding principal amount of old notes need to be tendered to effect the exchange. However, as of Monday, noteholders had already either tendered or committed to tender 88% of the old 2022 notes and around 98% of the old 2024 notes.

D.F. King & Co., Inc is the information and exchange agent for the offer (866 828-6934, 212 269-5550, vericast@dfking.com, www.dfking.com/vericast).

Vericast is a San Antonio-based marketing services company.

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