Acrisure, LLC, a Michigan limited liability company (“Acrisure”
or the “Company”), announced today (i) the early tender results as
of the previously announced early tender participation deadline of
5:00 p.m., New York City time, on June 14, 2024 (the “Early
Participation Deadline”) for the previously announced offer to
purchase for cash (the “Tender Offer”) for any and all outstanding
10.125% Senior Notes due 2026 issued by Acrisure and Acrisure
Finance Inc. (the “Issuers”, and such notes, the “Notes”) and
related consent solicitations (the “Consent Solicitations”) and
(ii) the Total Consideration (as defined below) for the Notes. The
Tender Offer and Consent Solicitation are being made upon the terms
and subject to the conditions set forth in the Offer to Purchase
and Consent Solicitation Statement dated June 3, 2024 (as it may be
amended or supplemented from time to time, the “Statement”).
As of the Early Participation Deadline, according to information
provided by the Depositary and Information Agent (as defined below)
for the Tender Offer and Consent Solicitation, $381,834,000
aggregate principal amount of the Notes were validly tendered and
not validly withdrawn. Withdrawal rights for the Tender Offer and
Consent Solicitation expired at 5:00 p.m., New York City time, on
June 14, 2024, concurrently with the Early Participation Deadline.
Accordingly, Notes validly tendered and not validly withdrawn in
the Tender Offer and Consent Solicitation may no longer be
withdrawn except where additional withdrawal rights are required by
law.
The table below summarizes the results of the Tender Offer and
Consent Solicitation as of the Early Tender Deadline and certain
payment terms, including the Reference Yield and Total
Consideration (as defined below) for the Notes.
Title of Security
CUSIP/ISIN Nos.
Aggregate Principal Amount
Outstanding
Reference U.S. Treasury
Security
Reference Yield(1)
Bloomberg Reference
Page
Fixed Spread (Basis
Points)
Repurchase Yield
Total Consideration(2)
Early Participation
Payment(2)
Principal Amount
Tendered
Percentage of Principal Amount
Outstanding Tendered
10.125% Senior Notes due 2026
00489L AD5 / US00489LAD55
(144A)
U0055L AC8 / USU0055LAC82 (Reg
S)
$400,000,000
3.000% U.S. Treasury due July 31,
2024 (CUSIP 91282CFA4)
5.507%
FIT 3
+0 bps
5.507%
$1,030.14
$30.00
$381,834,000
95.46%
(1) The Reference Yield for the Notes was
determined at 2:00 p.m., New York City time, on June 14, 2024.
(2) Per $1,000 principal amount.
The “Total Consideration” offered per $1,000 principal amount of
Notes validly tendered and accepted for purchase pursuant to the
Tender Offer was determined in the manner described in the
Statement by reference to the applicable fixed spread (the “Fixed
Spread”) specified for the Notes in the table above over the yield
to maturity (the “Reference Yield”) based on the bid side price of
the U.S. Treasury Security (the “Reference U.S. Treasury Security”)
specified for the Notes in the table above, as calculated by the
Dealer Manager and Solicitation Agent (as defined below) at 2:00
p.m., New York City time, on June 14, 2024 (such time and date, the
“Price Determination Date”). The Total Consideration is inclusive
of the applicable Early Participation Payment specified for the
Notes in the table above (the “Early Participation Payment”). The
sum of the Fixed Spread and Reference Yield is referred to as the
“Repurchase Yield.”
As previously announced, in order to be eligible to receive the
Total Consideration with respect to the Notes, holders of the notes
(the “Holders”) must have validly tendered Notes on or prior to the
Early Participation Deadline. Holders validly tendering Notes after
the Early Participation Deadline but on or prior to 5:00 p.m., New
York City time, on July 2, 2024 (such time and date with respect to
the Tender Offer, as it may be extended, the “Expiration Time”)
will be eligible to receive only the “Tender Offer Consideration”
for the Notes, which is equal to the Total Consideration minus the
Early Participation Payment. In addition to the Total Consideration
or Tender Offer Consideration, as applicable, tendering Holders
whose Notes are accepted for purchase pursuant to the Tender Offer
will receive accrued and unpaid interest from the last interest
payment date with respect to the Notes to, but not including, the
applicable Settlement Date (as defined below).
In addition, as previously announced, the Company solicited
consents in the Consent Solicitation from the Holders (i) to
eliminate certain covenants, restrictive provisions and events of
default applicable to the Notes (collectively, the “Proposed
Amendments”) and (ii) to the execution and delivery of a
supplemental indenture to the indenture governing the Notes (the
“Indenture”), containing the Proposed Amendments. Because the
Company received consents representing a majority of the aggregate
principal amount of the Notes, the Company expects that the Issuers
and the subsidiaries that guarantee the Notes will execute and
deliver a supplemental indenture with respect to the Notes giving
effect to the Proposed Amendments. The Proposed Amendments are
expected to become operative on the Early Settlement Date (as
defined below).
The Tender Offer and Consent Solicitation will expire at the
Expiration Time. The “Early Settlement Date” will be, at Acrisure’s
option, any time after the Early Participation Deadline and prior
to the Expiration Time, which date is expected to be June 20, 2024,
subject to the Financing Condition (as defined below) and all of
the other conditions of the Tender Offer and Consent Solicitation
having been satisfied or waived by the Company. The “Final
Settlement Date” will be promptly after the Expiration Time. We
refer to the Early Settlement Date and the Final Settlement Date as
the “Settlement Date,” as applicable.
The Company’s obligation to consummate the Tender Offer is
subject to the satisfaction or waiver of certain conditions, which
are more fully described in the Statement, including, among others,
that the Company shall have completed a new issuance of unsecured
notes on terms and conditions satisfactory to the Company, yielding
net cash proceeds which, together with such cash on hand as the
Company considers reasonably appropriate to utilize for such
purpose, is sufficient to fund the aggregate consideration in the
Tender Offer, with respect to the Notes validly tendered at or
prior to the Expiration Time (regardless of the actual amount of
Notes tendered), plus accrued and unpaid interest (the “Financing
Condition”).
Acrisure has engaged Morgan Stanley & Co. LLC as the “Dealer
Manager and Solicitation Agent” for the Tender Offer and Consent
Solicitation. Copies of the Statement may be obtained from D.F.
King, the “Depositary and Information Agent” for the Tender Offer
and Consent Solicitation, by phone at (800) 431-9646 (toll-free) or
(212) 269-5550 (collect for banks and brokers). Please direct
questions regarding the Tender Offer to Morgan Stanley & Co.
LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect for
banks and brokers).
About Acrisure
Acrisure is An Extraordinary AdvantageSM for millions of clients
worldwide. The Company combines humans and high tech to deliver a
broad array of products including Insurance, Reinsurance, Cyber
Services, Mortgage Origination and more. In the last ten years,
Acrisure has grown in revenue from $38 million to $4.4 billion and
today employs over 17,000 colleagues in over 21 countries.
Forward-Looking Statements
This press release contains “forward-looking statements” which
are subject to certain risks, trends and uncertainties. In
particular, statements made that are not historical facts may be
forward-looking statements. Words such as “should,” “may,” “will,”
“anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “contemplates” and similar expressions identify
forward-looking statements. Such statements are not guarantees of
future performance and are subject to risks and uncertainties that
could cause actual results to differ materially from the results
projected, expressed or implied by these forward-looking
statements. Such forward-looking statements include statements
regarding the ability of the Company to satisfy the Financing
Condition. Such forward-looking statements speak only as of the
date of this press release and the Company does not undertake any
obligation to update any forward-looking statements.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to purchase, or the solicitation of an offer to sell, or the
solicitation of tenders or consents with respect to any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In the case of the Tender
Offer and Consent Solicitation, the Tender Offer and Consent
Solicitation are being made solely pursuant to the Statement and
only to such persons and in such jurisdictions as is permitted
under applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240614629981/en/
Analyst Inquiries: Kent Snyder V.P., Finance &
Capital Markets (616) 510-5293 ksnyder@acrisure.com Media
Inquiries: Elliott Bundy Chief Communications and Marketing
Officer (347) 561-0276 ebundy@acrisure.com