As part of its previously announced tender offer, the Company solicited consents from the holders of the Notes to (i) effect certain proposed amendments to the indenture governing the Notes (the “Indenture”) and to certain related security documents (the “Proposed Amendments”) that would, among other things, eliminate the principal restrictive covenants and certain other provisions presently contained in the Indenture and (ii) release all of the collateral securing the obligations of DriveTime and the subsidiary guarantors under the Notes and the Indenture. Adoption of the Proposed Amendments and the release of the collateral required the consent of the holders of at least 66 ?% in aggregate principal amount of the outstanding Notes that are not owned by DriveTime or any of its affiliates (the “Requisite Consents”). The Company has received the Requisite Consents in the consent solicitation to execute a supplemental indenture and amend certain security documents to effect the Proposed Amendments and the release of the collateral, pursuant to its Offer to Purchase and Consent Solicitation Statement, dated
As a result of receiving the Requisite Consents, the Company entered into a supplemental indenture, dated as of
Holders of Notes who properly tendered, and did not withdraw, their Notes and delivered their consents to the Proposed Amendments on or prior to the Early Consent Date received the total consideration of
The tender offer will expire at
Other than in the limited circumstances set forth in the Offer to Purchase, tenders of Notes may not be withdrawn and consents may not be revoked following the Withdrawal Time.
In addition, all Notes accepted for payment will be entitled to receive accrued and unpaid interest in respect of such Notes from the most recent interest payment date prior to the applicable settlement date to, but not including, the applicable settlement date.
The Company has called for the redemption all of the Notes that remain outstanding at a price and in accordance with the terms set forth in the Indenture, plus accrued and unpaid interest to, but excluding,
This press release is for informational purposes only and does not constitute a notice of redemption under the optional redemption provisions of the Indenture, nor does it constitute an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer and consent solicitation are being made solely by means of the tender offer and consent solicitation documents, including the Offer to Purchase and the related Consent and Letter of Transmittal that DriveTime distributed to holders of Notes. The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any security in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical information contained in this news release, the matters addressed are forward-looking statements. Forward-looking statements, written, oral or otherwise made, include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation, and availability of resources. These forward-looking statements, including with respect to DriveTime’s ability to complete the tender offer, consent solicitation and redemption described in this press release and, without limitation, statements concerning projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. Investors are referred to the full discussion of risks and uncertainties as included in DriveTime's filings with the
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