CEVA Group holders tender $350.67 million 4% notes in exchange offer

By Angela McDaniels

Tacoma, Wash., April 10 – CEVA Group plc received tenders for $350,674,633, or 89.9%, of its $390 million of outstanding 4% first-lien senior secured notes due 2018, according to a company news release.

An exchange offer for the notes began March 8 and ended at 11:59 p.m. ET on April 4.

Holders received $1,025 principal amount of new notes for each $1,000 principal amount of notes exchanged.

The company also paid accrued interest up to but excluding the closing date in cash.

Under the original terms of the offer, holders who tendered after the consent deadline would have received $1,000 principal amount of new notes for each $1,000 principal amount of notes exchanged. The offer was amended on April 5 to extend the total consideration to all holders who tendered.

After a series of extensions, the consent deadline was fixed at 5 p.m. ET on March 28.

It was previously 5 p.m. ET on March 27, extended from March 23, March 22 and March 21.

On March 31, the company reduced the required threshold in the exchange offer to $350,449,633 of notes and said that it had met that level of response by the extended consent deadline.

The minimum was previously $370.5 million principal amount, or 95%, of the notes.

CEVA also solicited consents from holders of at least a majority of the notes to amend the notes to eliminate substantially all of the restrictive covenants and to release the collateral securing the notes. Enough consents were received to make the changes.

In all, the company issued $375,530,636 of new 9% first-lien senior secured notes due 2020. That amount includes $359,441,511 of notes issued in exchange for 4% notes and $16,089,125 of notes issued under agreements with some holders of the company’s 12¾% senior notes due 2020.

Interest on the new notes is paid at a rate of 6% in cash and 3% in kind.

The exchange offer was made to holders who are qualified institutional buyers under Rule 144A and Regulation D and those who are not U.S. persons under Regulation S.

D.F. King & Co., Inc. (800 628-8532, 212 269-5550, ceva@dfking.com or dfking.com/ceva) was the information and exchange agent.

CEVA is a non-asset based supply chain management company based in Hoofddorp, the Netherlands.

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