Heafner Tire Group Announces Tender Offer for Any and All of Its Senior Notes, as well as Consent Solicitation
HUNTERSVILLE, N.C.--Feb. 5, 2002--Heafner Tire Group, Inc. ("Heafner") announced that it will commence today a tender offer (the "Offer") for any and all of its $150 million in principal amount of 10% Senior Notes Due 2008, Series D (the "Notes").
Concurrently with the Offer, Heafner is soliciting consents to the adoption of certain proposed amendments to the Indenture governing the Notes (the "Solicitation").
Heafner also announced that it estimates net sales for the quarter ended December 31, 2001 to be in the range of $243 million to $248 million and that it estimates its earnings before interest, depreciation and amortization (EBITDA) for the same period to be in the range of $5 million to $7 million.
In the Offer, Heafner is offering to purchase any and all of the Notes for cash at a price of $375 per $1,000 principal amount, plus accrued but unpaid interest. There will be no separate payment for consents to the proposed amendments to the Indenture governing the Notes pursuant to the Solicitation.
If approved, the proposed amendments to the Indenture would eliminate most of the restrictive covenants (and related Events of Default) contained in the Indenture and modify certain other provisions of the Indenture. A holder of the Notes may not deliver a consent without concurrently tendering its Notes. If a holder of the Notes tenders its Notes in the Offer, it will be deemed to have given its consent to the proposed amendments.
The Offer is conditioned, among other things, upon Heafner's receipt of funds upon completion of certain transactions that are part of an overall recapitalization plan for Heafner.
The Offer is anticipated to expire at 5:00 p.m., New York City time, on Wednesday, March 6, 2002 (the "Offer Expiration Date"), unless the Offer is extended. Tendered Notes may be withdrawn, and consents may be revoked, at any time prior to the Offer Expiration Date. Subject to applicable law, Heafner reserves the right to abandon the Offer and the Solicitation and amend the Offer and the Solicitation at any time prior to the Offer Expiration Date.
Notwithstanding any other provision of the Offer and the Solicitation, Heafner's obligation to accept for purchase and to pay for Notes validly tendered pursuant to the Offer and the Solicitation is conditioned upon, among other things: holders having validly tendered prior to the Offer Expiration Date not less than a majority in aggregate principal amount of the Notes outstanding on the Offer Expiration Date (excluding any Notes held by Heafner or its affiliates); the receipt of the requisite number of duly executed (and not revoked) consents to the proposed amendments to the Indenture from holders representing not less than a majority of the aggregate principal amount of Notes outstanding not held by Heafner or its affiliates and execution of a supplemental indenture to the Indenture providing for the proposed amendments; the closing of each of the other transactions contemplated by Heafner's recapitalization plan and the receipt by Heafner of the net proceeds therefrom; and the satisfaction of certain other conditions described in the Offer to Purchase and Consent Solicitation Statement.
The terms and conditions of the Offer are set forth in Heafner's Offer to Purchase and Consent Solicitation Statement, dated February 5, 2002. Heafner will not be required to accept or pay for any Notes tendered pursuant to the Offer, may terminate, extend or amend the Offer and the Solicitation and may, subject to applicable law, postpone the acceptance of Notes so tendered, if any condition to the Offer is not satisfied.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities, with respect to any Notes. The Offer may only be made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal.
Credit Suisse First Boston Corporation ("Credit Suisse First Boston") is acting as dealer manager, and MacKenzie Partners, Inc. is the information agent in connection with the Offer and the Solicitation.
Copies of the Offer to Purchase and Consent Solicitation Statement, the Consent and Letter of Transmittal and related documents may be obtained by contacting MacKenzie Partners, Inc., the information agent, at (800) 322-2885 (toll free) or (212) 929-5500 (call collect). Additional information concerning the terms of the Offer, including all questions relating to the mechanics of the Offer, may be obtained by contacting Credit Suisse First Boston at (800) 820-1653 (toll free) or (212) 538-8474 (call collect).
Reports and other information filed by Heafner with the Securities and Exchange Commission may be obtained from the website that the Commission maintains at http://www.sec.gov or by request to Heafner at 12200 Herbert Wayne Court, Suite 150, Huntersville, North Carolina 28078 (tel: 704/632-7127), Attention: Legal Department.
About Heafner Tire Group
Heafner Tire Group, Inc. (formerly The J.H. Heafner Company, Inc.) is one of largest independent suppliers of tires to the replacement tire market in the United States. Heafner operates 65 distribution centers servicing all or parts of 35 states. Heafner sells a broad selection of tires, custom wheels, automotive service equipment and related products manufactured by the leading manufacturers of those products.
Safe Harbor Statement under Private Securities Litigation Reform Act of 1995
The statements contained in this press release that are not historical facts are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future performance of our partner companies, acquisitions of interests in additional partner companies, additional financing requirements, the effect of economic conditions in the B2B e-commerce market and other uncertainties detailed in the Company's filings with the Securities and Exchange Commission.