Boardriders S.A. Commences Private Exchange Offer and Consent Solicitation for All of Its Outstanding 8.875% Senior Notes due 2017
HUNTINGTON BEACH, Calif.–(BUSINESS WIRE)–Quiksilver, Inc. (OTCMKTS:ZQKSQ) (the “Company”) today announced that
its wholly-owned European subsidiary, Boardriders S.A. (“Boardriders”),
has commenced a private exchange offer (the “Exchange Offer”) for all of
its outstanding 8.875% Senior Notes due 2017 (the “Existing Notes”) for
a combination of new Boardriders 9.500% Senior Notes due 2020 (the “New
Notes”) and cash. The Exchange Offer is being made in connection with
the Company’s plan of reorganization under chapter 11 of the United
States Bankruptcy Code. The Exchange Offer is designed to reduce the
amount of the Company’s debt that matures in 2017 and to extend the
maturity for the debt exchanged to 2020.
Exchange Offer and Consent Solicitation
Concurrently with the Exchange Offer, Boardriders is soliciting consents
(the “Consent Solicitation”) from the holders of Existing Notes to
certain amendments (the “Proposed Amendments”) to the indenture
governing the Existing Notes. The Proposed Amendments will, among other
things, eliminate substantially all of the restrictive covenants and
certain events of default from the indenture governing the Existing
Notes. Holders who tender their Existing Notes pursuant to the Exchange
Offer are obligated to, and are deemed to, consent to the Proposed
Amendments with respect to the entire principal amount of the Existing
Notes tendered by such holders.
Subject to the terms and conditions of the Exchange Offer, holders of
Existing Notes who validly tender their Existing Notes in the Exchange
Offer and deliver their consents in the Consent Solicitation will
receive (i) exchange consideration of €750 principal amount of New Notes
and €250 principal amount in cash and (ii) a consent payment of €1.88,
in each case per €1,000 of principal amount of Existing Notes accepted
for exchange, as described in the table below.
|
Exchange Consideration per |
Consent |
Total Consideration per |
|||||||||||||||||||||||||||||
|
Common Codes / |
Outstanding |
Title of |
Title of New |
Principal |
Cash |
Cash |
Principal |
Cash |
|||||||||||||||||||||||
|
06538496 (Rule 144A) / |
€200.0 |
8.875% |
9.500% Senior |
€750 | €250 | €1.88 | €750 | €251.88 | |||||||||||||||||||||||
| (1) |
Per €1,000 principal amount of Existing Notes tendered and excluding accrued and unpaid interest. Holders of Existing Notes validly tendered and accepted by Boardriders in the Exchange Offer will be entitled to receive an amount in cash equal to accrued and unpaid interest, if any, on their exchanged Existing Notes up to, but not including, the settlement date. Such amount will be in addition to the Total Consideration that such holder would receive in the Exchange Offer and the Consent Solicitation. |
|
| (2) |
Each holder who validly tenders Existing Notes, and thereby delivers a consent with respect to such Existing Notes, will be entitled to a consent payment for each €1,000 principal amount of Existing Notes and integral multiples thereof validly tendered of €1.88 in cash. |
The Exchange Offer is currently scheduled to expire at midnight, Central
European Time, on March 9, 2016, unless extended by Boardriders (such
time, as may be extended, the “Expiration Date”). Tendered
Existing Notes may not be withdrawn and consents may not be revoked
during the term of the Exchange Offer and the Consent Solicitation,
unless required by law. Holders may elect to either tender their
Existing Notes in the Exchange Offer or take no action with respect to
the Exchange Offer. Holders who tender their Existing Notes in the
Exchange Offer will also be deemed to have delivered consents to the
Proposed Amendments.
The Exchange Offer is conditioned upon the satisfaction or waiver of the
certain conditions, which include, among other things: the requirement
that a minimum of 85% of the aggregate principal amount outstanding of
the Existing Notes have been properly tendered on or prior to the
Expiration Date; no violation, breach, default or event of default of
any of the Company’s outstanding debt instruments having occurred as a
result of the Exchange Offer, the Consent Solicitation or otherwise; the
effective date of the plan of reorganization has occurred; and receipt
of the funds from a rights offering to finance the cash consideration.
As a result of these conditions, Boardriders may not be required to
accept for exchange any of the tendered Existing Notes.
The New Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”) or state
securities laws. The New Notes may only be transferred or resold in
transactions, registered, or exempt from registration, under the
Securities Act and applicable state securities laws.
Additional Information
The Exchange Offer and Consent Solicitation are made only by, and
pursuant to, the terms set forth in the Exchange Offer and Consent
Solicitation Memorandum, and the information in this press release is
qualified by reference to the Exchange Offer and Consent Solicitation
Memorandum.
Deutsche Bank AG is acting as the Exchange Agent for the Exchange Offer
and the Consent Solicitation. Requests for the Exchange Offer and
Consent Solicitation Memorandum or questions regarding the Exchange
Offer or the Consent Solicitation may be directed to the Exchange Agent
at +44 (0) 20 7547 5000 or by email to xchange.offer@db.com.
This press release shall not constitute a solicitation of consents,
an offer to sell or the solicitation of an offer to buy any security and
shall not constitute an offer, solicitation or sale in any jurisdiction
in which such offering, solicitation or sale would be unlawful. No
recommendation is made as to whether holders of the securities should
tender their securities or give their consent.
About Quiksilver
Quiksilver, Inc., one of the world’s leading outdoor sports lifestyle
companies, designs, produces and distributes branded apparel, footwear
and accessories. The Company’s apparel and footwear brands, inspired by
a passion for outdoor action sports, represent a casual lifestyle for
young-minded people who connect with its boardriding culture and
heritage. The Company’s Quiksilver, Roxy, and DC brands have authentic
roots and heritage in surf, snow and skate. The Company’s products are
sold in more than 100 countries in a wide range of distribution,
including surf shops, skate shops, snow shops, its proprietary
Boardriders shops and other Company-owned retail stores, other specialty
stores, select department stores and through various e-commerce channels.
Contacts
U.S. Media
For Quiksilver, Inc.
Julia
Young and Christine Beggan
+1 203 682 8200
quiksilver@icrinc.com
