WernerCo gains consents for 8¾% notes due 2025, extends early consideration

By Mary-Katherine Stinson

Lexington, Ky., June 7 – WernerCo subsidiaries Werner FinCo LP and Werner FinCo, Inc. gained the consents to adopt some proposed amendments to the indenture governing the $265 million outstanding 8¾% senior notes due 2025 (Cusip: 95076PAA1, U95256AA8) and have extended the early exchange consideration through the June 21 expiration date of the offer, according to a press release.

The early tender date was 5 p.m. ET on June 5, which was also the deadline for withdrawing tenders and revoking consents. This withdrawal and revocation deadline was not extended, and tenders and consents are now irrevocable.

As previously reported, the issuers are soliciting consents from holders to adopt some proposed amendments to the indenture governing the notes dated July 10, 2017. The proposed amendments would eliminate substantially all of the restrictive covenants, eliminate some events of default, modify covenants regarding mergers and consolidations and eliminate some other provisions, including covenants in connection with change of control, transactions with affiliates, asset sales, liens and provisions and other covenants.

Some holders representing about 81% of the aggregate principal amount of the old notes entered into a support agreement under which they have agreed to tender their notes in the exchange offer and provide their consent in the consent solicitation. Therefore, the company received advance commitments from a sufficient number of holders of the old notes for the adoption of the proposed amendments, assuming the exchange offer and consent solicitation are completed.

The offer to exchange any and all of the $265 million outstanding 8¾% senior notes due 2025 for new junior-lien senior secured notes due 2028 was launched May 23.

Initially announced but no longer relevant, the issuers were offering per $1,000 of old notes tendered, an early exchange consideration of $1,000 of new exchange notes for holders who tender their notes by the early tender date and a late consideration of $950 of exchange notes for holders who tender their notes after the early deadline and prior to the expiration date.

The early consideration will now be paid to all holders who tender their notes prior to the expiration date of 5 p.m. ET on June 21.

Substantially concurrent with this exchange offer, the issuers are seeking to raise $400 million of new senior secured first-lien debt in a separate transaction and to amend the amended and restated ABL credit agreement dated Oct. 4, 2021.

The exchange notes will bear interest at a rate to be determined based on the pricing of the first-lien financing, which is expected to be announced once determined and, in any case, no later than the withdrawal deadline of the exchange offer.

Old notes will only be accepted for exchange in minimum principal amounts of $2,000 and integral multiples of $1,000 after that. The issuers will not accept any tender of old notes that would result in the issuance of less than $2,000 principal amount of exchange notes. If a tendering holder is entitled to receive exchange notes in a principal amount that is not an integral multiple of $1.00, the issuers will round downward to the nearest integral multiple of $1.00. This rounded amount will be the principal amount of exchange notes that holders will receive, and no additional cash will be paid in lieu of any principal amount of exchange notes not received as a result of rounding down.

Holders may not tender their notes without delivering a related consent under the consent solicitation, and holders may not deliver a consent without their notes under the exchange offer.

The exchange offer, consent solicitation and exchange notes issuance are subject to, among other general conditions, the minimum participation condition, the requisite consents condition, the first-lien financing condition and the ABL amendment condition.

J.P. Morgan Securities LLC is the dealer manager and consent solicitation agent.

D.F. King & Co., Inc. (werner@dfking.com; www.dfking.com/werner) is the information and exchange agent.

WernerCo is an Itasca, Ill.-based fully integrated, international manufacturer and distributor of access products, fall protection equipment, secure storage systems and light-duty construction equipment.

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