Enterprise Holdings Announces Early Participation Results and Initial Settlement for Debt Tender Offer
ST. LOUIS--Enterprise Holdings, Inc. (“Enterprise”), announced today the early participation results for the previously announced tender offer (the “Tender Offer”) by its indirect, wholly owned subsidiary, ARG Funding Corp., a special purpose Delaware corporation (the “Company”) to purchase for cash any and all of its rental car asset backed notes (the “Notes”) specified in the Offer to Purchase, dated September 18, 2009 (as amended and supplemented, the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”). The following table summarizes the aggregate principal amount of Notes outstanding, the principal amount of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on September 30, 2009, (the “Early Participation Date”), and the material pricing terms of the Tender Offer:
|
CUSIP Number |
Description of Security |
Aggregate Principal Amount Outstanding |
Principal Amount of Notes Tendered as of the Early Participation Date | Total Consideration* | Early Participation Payment* | Tender Offer Consideration* | |||||||||||||||||||||||
| 00204ABG5 | Series 2005-1 4.29% Rental Car Asset Backed Notes, Class A-3 | $ | 350,000,000 | $ | 291,280,000 | $ | 1,006.25 | $ | 30.00 | $ | 976.25 | ||||||||||||||||||
| 00204ABH3 | Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-4 | $ | 200,000,000 | $ | 200,000,000 | $ | 1,000.00 | $ | 30.00 | $ | 970.00 | ||||||||||||||||||
| 00204ABP5 | Series 2005-2 4.84% Rental Car Asset Backed Notes, Class A-4 | $ | 167,000,000 | $ | 167,000,000 | $ | 1,010.00 | $ | 30.00 | $ | 980.00 | ||||||||||||||||||
| 00204ABQ3 | Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-5 | $ | 400,000,000 | $ | 352,125,000 | $ | 1,000.00 | $ | 30.00 | $ | 970.00 | ||||||||||||||||||
*per $1,000 principal amount
In light of the principal amount of Notes validly tendered and not validly withdrawn, the minimum tender conditions with respect to both series of Notes have been satisfied. The Company announced that it has accepted for purchase all Notes tendered and not validly withdrawn on or prior to the Early Participation Date. Holders of Notes who validly tendered and did not validly withdraw their Notes on or before the Early Participation Date will receive the applicable total consideration, including the early participation premium, specified in the table above, on October 5, 2009 (the “Initial Settlement Date”). Holders will also receive accrued and unpaid interest on the Notes (at the rate applicable to the respective tranche of Notes) from and including the last interest payment date for the applicable tranche of Notes to, but not including, the Initial Settlement Date.
The terms and conditions of the Tender Offer are set forth in the Offer to Purchase and Letter of Transmittal. The Tender Offer will expire at Midnight, New York City time, on October 16, 2009, unless extended (such date and time as it may be extended, the “Expiration Date”). Holders of Notes who validly tender their Notes after the Early Participation Date but on or prior to the Expiration Date and whose Notes are accepted for purchase will receive the applicable tender offer consideration, which is equal to the applicable total consideration less the early participation payment of $30.00 per $1,000 principal amount of Notes. Notes tendered and not yet purchased may no longer be withdrawn, except in the limited circumstances described in the Offer to Purchase.
Additionally, the Company confirmed that it intends to effect an optional repurchase of all Notes that remain outstanding, following the completion of the tender offer.
Barclays Capital Inc. and J.P. Morgan Securities Inc. are acting as the dealer managers for the Tender Offer. The information agent and depositary for the Tender Offer is Global Bondholders Services Corporation. The Tender Offer is made only by the Offer to Purchase, as amended hereby, and Letter of Transmittal, and the information in this news release is qualified by reference to such documents. Persons with questions regarding the Tender Offer should contact Barclays Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll-free) or J.P. Morgan Securities Inc. at (212) 834-5175. Holders or beneficial owners of Notes may request copies of the Offer to Purchase and Letter of Transmittal from Global Bondholders Services Corporation at (212) 430-3774 or (866) 470-4200 (toll-free).
This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is only being made pursuant to the Tender Offer documents, including the Offer to Purchase and Letter of Transmittal, that the Company is distributing to Noteholders. The Tender Offer is not being made to Noteholders 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. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the dealer managers, or one or more registered brokers or dealers appropriately licensed under the laws of such jurisdiction, on behalf of the Company.
About Enterprise and ARG Funding Corp.
Enterprise Holdings, Inc., operator of the Alamo Rent A Car, Enterprise Rent-A-Car and National Car Rental brands, is the largest provider of rental vehicles in North America. Enterprise is a comprehensive service provider, with a network of more than 8,000 car rental locations in neighborhoods and at airports worldwide. Enterprise also operates a fleet management business in which it leases vehicles to national and local businesses. ARG Funding Corp. is a special purpose corporation and an indirect wholly owned subsidiary of Enterprise.
Forward-Looking Statements
This press release contains forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. In addition, other written or oral communications provided by Enterprise or the Company from time to time may contain “forward-looking statements.” Forward-looking statements are not historical facts but instead are based on certain assumptions by management and represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Forward-looking statements are often identified by words or phrases such as “is anticipated,” “are expected to,” “are estimated to be,” “intend to,” “believe,” “will likely result,” “projected,” “may,” “we envision,” “designed to,” “target,” “goal,” “objective,” or other similar words or phrases. These forward-looking statements are subject to certain risks and uncertainties, including those described in this press release, that could cause actual results to differ materially from those projected. Additional risks that may affect the Company’s and Enterprise’s future performance are included elsewhere in the Offer to Purchase and the Letter of Transmittal. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Offer to Purchase. You should not place undue reliance on any forward-looking statement. Enterprise and the Company undertake no obligation to update any forward-looking information except as may be required by law.