Multi Packaging Solutions receives, accepts required consent to proposed amendments, as revised by new proposed amendments, relating to its 8.5% senior notes due 2021; company will pay holders US$20 for each US$1,000 in principal amount
December 13, 2013
– Multi Packaging Solutions, Inc. (“MPS”) announced today that it has received and accepted the required consents (the “Consents”) with respect to the previously announced consent solicitation (the “Solicitation”) on the terms and subject to the conditions in the Consent Solicitation Statement, dated November 21, 2013 (as amended or supplemented from time to time, the “Consent Solicitation Statement”) with respect to certain proposed amendments (the “Proposed Amendments”) to the Indenture, dated August 15, 2013 (the “Indenture”) governing MPS’s outstanding 8.500% Senior Notes due 2021 (the “Notes”).
The Solicitation expired at 5:00 p.m., New York City time, on December 12, 2013 (the “Expiration Time”). As of the Expiration Time, MPS received the consent of holders of 97.8% in principal amount of the then outstanding Notes voting as a single class. These consents may not now be revoked.
MPS made the Solicitation in connection with the previously announced Combination Agreement, dated November 19, 2013 (the “Combination Agreement”), by and between Mustang Parent Corp., the indirect parent of MPS, and Chesapeake Holdings Limited, the indirect parent of Chesapeake/MPS Merger Limited (formerly, Chesapeake Services Limited) (“Chesapeake”) pursuant to which MPS and Chesapeake will combine their businesses (the “Combination”).
Pursuant to the terms and subject to the conditions set forth in the Consent Solicitation Statement, MPS expects to make a cash payment (the “Consent Payment”) of $20.00 per $1,000 in aggregate principal amount of Notes held by each holder of Notes who validly delivered, and did not validly revoke, a duly executed consent prior to the Expiration Time. The Consent Payment will be made, subject to the terms and conditions set forth in the Consent Solicitation Statement, to D.F. King & Co, as the paying agent, immediately prior to the consummation of the Combination, at which time Chesapeake will become a guarantor of the Notes.
Upon receiving the required Consents, MPS and Wells Fargo Bank, National Association, the trustee under the Indenture, executed a supplemental indenture to give effect to the Proposed Amendments (the “Supplemental Indenture”). The Proposed Amendments will become operative upon payment of the Consent Payment to the paying agent. The Supplemental Indenture binds all holders of the Notes, including those that did not give their consent, but non-consenting holders will not receive the consent payment.
Copies of the Consent Solicitation Statement and other related documents may be obtained from D.F. King & Co., Inc. by calling toll free in the US at (800) 829-6551, or for banks and brokers at (212) 269-5550, or by email at email@example.com. Any persons with questions regarding the consent solicitations should contact Barclays toll free in the US at (800) 438-3242 or collect at (212) 528-7581.
This announcement is for information purposes only and the Solicitation was only made pursuant to the Consent Solicitation Statement and the accompanying Consent Letter. This announcement is neither an offer to sell nor a solicitation of an offer to buy any security. The Solicitation was not made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such Solicitation under applicable state or foreign securities or “blue sky” laws.
About Multi Packaging Solutions
MPS is a leading, global provider of value-added packaging solutions to a diverse, blue chip customer base across the healthcare, consumer and multi-media end markets. MPS provides its customers with an extensive array of print-based specialty packaging, including premium folding cartons, labels and inserts across a variety of substrates and finishes. MPS has 16 manufacturing locations in the United States and Europe and employs approximately 2,500 people.