Heafner Tire Group Extends and Amends Tender Offer and Consent Solicitation Relating to Its Senior Notes
HUNTERSVILLE, N.C.--March 11, 2002--Heafner Offers to Purchase up to $126 Million of its Senior Notes in "Modified Dutch Auction" at a Purchase Price Not Less than $450 and
Not Greater than $535 per $1,000 Principal Amount
Heafner Tire Group, Inc. ("Heafner") announced today that it is amending its tender offer for its 10% Senior Notes Due 2008, Series D (the "Notes") and related solicitation of consents to the adoption of proposed amendments to the Indenture governing the Notes (the "Solicitation") and extending the tender offer until 5:00 p.m., New York City time, on Monday, March 25, 2002.
The amended terms and conditions of the tender offer and solicitation are set forth in Heafner's Amended Offer to Purchase and Consent Solicitation Statement dated March 11, 2002 (the "Amended Offer") and related Amended Consent and Letter of Transmittal addressed to all holders of Notes.
Heafner also announced that holders of approximately $99 million in aggregate principal amount of the Notes have agreed to tender their Notes pursuant to the terms of the Amended Offer and consent to the proposed Indenture amendments as modified pursuant to the Amended Offer and Solicitation.
The Amended Offer and Solicitation together amend the terms contained in the Offer and Consent Solicitation Statement dated February 5, 2002 to reduce the total amount of Notes sought, increase the price to be paid for Notes purchased in the Amended Offer, provide for the determination of the purchase price to be paid using a modified Dutch auction bidding procedure and modify the proposed amendments to the Indenture. In order to participate in the Amended Offer and Solicitation, holders of Notes who tendered Notes and gave consents pursuant to the Offer and Consent Solicitation Statement dated February 5, 2002 must resubmit tenders of Notes and consents to the proposed Indenture modifications by filling out an Amended Consent and Letter of Transmittal in the form mailed to all holders of Notes on March 11, 2002 or follow the other procedures described in the Amended Offer and Solicitation materials.
Under the Amended Offer, Heafner is offering to purchase up to $126 million (but in no event less than $105 million) in aggregate principal amount of the Notes for cash at prices not less than $450 and not greater than $535 per $1,000 principal amount (the "Price Range"), plus accrued but unpaid interest. The Amended Offer will permit holders of Notes to tender Notes at prices within the Price Range or without naming a price (in which case the holder will be deemed to have tendered at the lowest price in the Price Range). Heafner will select the single lowest price (the "Purchase Price") that will enable Heafner to purchase the amount of Notes to be purchased in the Amended Offer. Notes accepted for purchase pursuant to the Amended Offer would be accepted in the order of the lowest to highest tender prices specified by tendering holders within the Price Range. Notes tendered at the Purchase Price would be subject to proration and Notes tendered above the Purchase Price would not be purchased. Heafner would pay the same Purchase Price for all Notes accepted for purchase pursuant to the modified Dutch auction procedure.
The proposed amendments will have the effect of modifying the debt incurrence and negative pledge covenants in the Indenture governing the Notes to permit, among other things, certain restructuring transactions involving Heafner and its subsidiaries. There will be no separate payment for consents to the proposed Indenture amendments pursuant to the Solicitation.
Heafner will not be required to accept or pay for any Notes tendered pursuant to the Amended Offer, may terminate, extend or amend the Amended Offer and the Solicitation and may, subject to applicable law, postpone the acceptance of Notes so tendered, if any condition to the Amended Offer is not satisfied. As a consequence of the extension of the expiration date and the amendments contained in the Amended Offer and Solicitation, holders of Notes may tender or withdraw Notes and consent to the proposed indenture amendments until 5:00 p.m., New York City time, on Monday, March 25, 2002 unless the Amended Offer is further extended. The Amended Offer was previously scheduled to expire at 5:00 p.m., New York City time, on Monday, March 11, 2002.
Based on the latest available count of tendered Notes, approximately $15 million in aggregate outstanding principal amount of Notes and related consents were tendered and not withdrawn pursuant to the tender offer and consent solicitation as in effect prior to the date of the Amended Offer to Purchase and Consent Solicitation Statement described above. As described above, holders of Notes who already tendered will be required to retender their Notes in order for them to be eligible for purchase in the Amended Offer.
This announcement is not an offer to purchase or solicitation of an offer to sell any Notes. The Amended Offer may only be made pursuant to the terms of the Amended Offer to Purchase and Consent Solicitation Statement and the accompanying Amended Consent and Letter of Transmittal.
The information agent for the Amended Offer and Solicitation is MacKenzie Partners, Inc., telephone (800) 322-2885 (toll free) or (212) 929-5500 (call collect). Additional information concerning the terms of the Amended Offer and Solicitation, including all questions relating to the mechanics of the Amended Offer and Solicitation, may be obtained by contacting the dealer manager, Credit Suisse First Boston Corporation, at (800) 820-1653 (toll free) or (212) 538-8474 (call collect).
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. 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.