ITASCA, Ill., June 7, 2023 — WernerCo today announced the satisfaction of the Requisite Consents Condition (as defined below) and the extension of the payment of the Early Exchange Consideration (as defined below) of the previously announced offer to exchange (the “Exchange Offer“) by its subsidiaries Werner FinCo LP (the “LP Co–Issuer“) and Werner FinCo, Inc. (the “Corporate Co-Issuer” and, together with the LP Co-Issuer, the “Issuers“) of any and all of the Issuers’ outstanding 8.750% Senior Notes due 2025 (the “Old Notes“) for new Junior Lien Secured Notes due 2028 at a coupon of 14.500% on or prior to July 15, 2025 and 16.500% after July 15, 2025 (the “Exchange Notes” and the issuance thereof, the “Exchange Notes Issuance“) to be issued by the Issuers and guaranteed by the Guarantors, as set forth in, and subject to the terms and conditions of, confidential offering memorandum and consent solicitation statement, dated May 23, 2023 (as supplemented or otherwise modified from time to time the “Exchange Offering Memorandum“).
As of 5:00 p.m., New York City time, on June 6, 2023, the Issuers received the requisite number of consents in the concurrent consent solicitation (“Consents“) from Eligible Holders of the Old Notes to adopt certain proposed amendments (the “Proposed Amendments“) to the indenture governing the Old Notes, dated as of July 10, 2017 (as amended or supplemented from time to time, the “Old Notes Indenture“), to eliminate substantially all of the restrictive covenants contained in the Old Notes Indenture and the Old Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations and eliminate certain other provisions, including the covenants in connection with change of control, transactions with affiliates, asset sales, liens and certain provisions and other covenants (the “Proposed Amendments“), in each case upon the terms and subject to the conditions, including the Requisite Consents Condition, the First Lien Financing Condition, the Minimum Participation Condition and the ABL Amendment Condition (each, as defined in the Exchange Offering Memorandum). The solicitation of Consents is referred to herein as the “Consent Solicitation“.
The Exchange Offer and the related Consent Solicitation will expire at 5:00 p.m., New York City time, on June 22, 2023, unless extended (such time and date as it may be extended, the “Expiration Date“), or earlier terminated. The Company is extending the payment of the Early Exchange Consideration to all Old Notes that are validly tendered on or before the Expiration Date. Subject to the conditions, including the Minimum Participation Condition, the First Lien Financing Condition and the ABL Amendment Condition, included in the Exchange Offering Memorandum and the tender acceptance procedures described therein, for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for exchange, Eligible Holders of Old Notes will be eligible to receive $1,000 principal amount of Exchange Notes (the “Early Exchange Consideration“). Rights to withdraw tendered Old Notes and revoke consents terminated at 5:00 P.M. New York City time on June 6, 2023. Old Notes tendered pursuant to the Exchange Offer may no longer be withdrawn, except as required by law. No additional consideration will be paid for Consents.
The Exchange Notes and the offering thereof have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act“), or any state or foreign securities laws. The Exchange Offer and Consent Solicitation will only be made, and the Exchange Notes are only being offered and issued, to holders of Old Notes who are (a) reasonably believed to be “qualified institutional buyers” (“QIBs“) as defined in Rule 144A (“Rule 144A“) under the Securities Act or (b) person that are outside of the “United States” other than “U.S. persons” as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S (“Regulation S“) under the Securities Act and (if resident in a member state of the European Economic Area) such person is not a “retail investor” (as defined in the Eligibility Letter (as defined below)) or (if resident in the United Kingdom) such person is not a “retail investor” and such person is a “relevant person” (as defined in the Eligibility Letter) and (if resident in Canada) it is a “non-U.S. qualified offeree” (as defined in the Eligibility Letter) (such holders, the “Eligible Holders“). Only Eligible Holders who have completed and returned the Eligibility Letter are authorized to receive or review the Exchange Offer Memorandum or to participate in the Exchange Offer and Consent Solicitation. There will be no letter of transmittal for the Exchange Offer and Consent Solicitation.
Copies of all the documents relating to the Exchange Offer and Consent Solicitation may be obtained from the Exchange Agent, subject to confirmation of eligibility through the submission of an “Eligibility Letter,” available at www.dfking.com/werner. Alternatively, you may request the Eligibility Letter via email to [email protected] (please reference “Werner” in the subject line).
Eligible Holders of the Old Notes are urged to carefully read the entire Exchange Offering Memorandum, including the information presented under “Risk factors,” and “Forward-looking statements,” before making any decision with respect to the Exchange Notes Issuance, the Exchange Offer or the Consent Solicitation. None of the Issuers, their respective subsidiaries, the Exchange Agent, the applicable trustees and collateral agents under the indentures governing the Old Notes and the Exchange Notes, or any of their respective affiliates, makes any recommendation as to whether holders of Old Notes should participate in the Exchange Notes Issuance, tender their Old Notes pursuant to the Exchange Offer or deliver Consents pursuant to the Consent Solicitation. Each Eligible Holder must make its own decision as to whether to participate in the Exchange Notes Issuance and whether to tender its Old Notes and to deliver Consents and, if so, the principal amount of Old Notes as to which action is to be taken.
Questions concerning the Exchange Offer and the Consent Solicitation may be directed to the Exchange Agent, in accordance with the contact details shown on the back cover of the Exchange Offering Memorandum.
About WernerCo
WernerCo is a fully-integrated, international manufacturer and distributor of access products, fall protection equipment, secure storage systems and light-duty construction equipment. WernerCo’s business model and growth is defined by innovation and continuous improvement of the products, processes and services they deliver.
WernerCo products are Trusted Everywhere Work Gets Done™! For a full list of industry leading global brands, visit www.wernercoprofessionalbrands.com.
No Offer or Solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Exchange Notes Issuance, the Exchange Offer, the Consent Solicitation, the Transactions (each as defined in the Exchange Offering Memorandum), or the First Lien Financing, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made herein may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including any statements regarding the consummation of the Exchange Offer, Consent Solicitation and other related transactions. These forward-looking statements generally are identified by the words such as “believes”, “expects”, “may”, “are expected to”, “intends”, “will”, “will continue”, “should”, “could”, “would be”, “seeks”, “approximately”, “estimates”, “predicts”, “projects”, “aims” or “anticipates”, or similar expressions or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions, involve a number of risks and uncertainties. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although Werner believes the expectations reflected in any forward-looking statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: our dependence on key customers; our ability to renew or obtain new and favorable agreements with our home center retailer customers; changes in customer purchasing practices, particularly a shift in distribution channels towards e-commerce; our ability to successfully develop new product lines and products, or to improve existing product lines and products or maintain our effectiveness in reaching consumers through rapidly evolving communication media; the potential for product recalls, pending or threatened litigation or disputes, particularly related to product liability, and the appropriateness of our insurance to cover such eventuality; risks associated with sourcing and manufacturing abroad; risks associated with acquisitions and business reorganizations, which may result in significant costs and certain risks for our business and operations; the impact of governmental regulations, including environmental laws, health and safety regulations and antitrust laws; exposure to local business risks in many different countries, including emerging markets; any negative impact on the reputation of, and value associated with, our brand names; our trademark protection, patent protection, trade secret protection and confidentiality agreements with employees may not be sufficient for the protection of our brands, products, processes and other material know-how; at-will termination rights in customer agreements, which may add a layer of uncertainty in predicting future results; contractual limitations on our ability to supply our products in particular markets, which impose requirements on the volumes of and price at which we must purchase certain materials; our marketing activities may not be successful; negative global economic trends could adversely affect our business; the regulatory uncertainty in the United Kingdom and the European Union following Brexit; our large fixed costs; disruptions in availability or increases in the prices of fuel and key commodities; our dependence on our information technology systems, and potential for a cybersecurity-related attack; the highly competitive nature of our markets; our ability to generate sufficient cash from operations and to raise capital; failure to maintain effective internal control over financial reporting at a reasonable assurance level; our material weakness related to intercompany balance and transaction process; not being subject to the Sarbanes-Oxley Act of 2002; failures of financial institutions and disruptions in the global credit and financial markets; inflationary or deflationary economic conditions which could affect the ability to obtain raw materials, component parts, freight, energy, labor and sourced finished goods in a timely and cost-effective manner, as well as lead to changes in interest rate environments; the possibility of having to write-down all or part of our goodwill or other intangible assets; our intra-group transfer pricing policies; the retention and availability of qualified employees, and specifically of key personnel having special technical knowledge, and the effective succession of senior management; natural disasters, climate-related impacts, or other unanticipated catastrophes; our commodity price hedging arrangements; our significant leverage may make it difficult for us to service our debt, including the notes, and operate our business; to service our indebtedness, we will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control; the First Lien Financing may be delayed or cancelled; we are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs; our ability to obtain additional capital on commercially reasonable terms may be limited; conditions in the capital, credit and commodities markets and in the overall economy; restrictive covenants in our existing debt facilities may restrict our ability to operate our business and a failure to comply with these covenants, including as a result of events beyond our control, could result in an event of default; foreign exchange risks, including risks associated with changes in currency exchange rates and hedging and our exposure to the financial risks associated with interest rate fluctuations on our variable rate debt.
Forward-looking statements speak only as of the date they are made. Werner undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law.
Media Contact:
Angie Maddox, Seed Factory, 404-996-4041; [email protected]
SOURCE WernerCo
