SOURCE: Sorenson Communications

Sorenson Communications

January 20, 2016 13:18 ET

Sorenson Holdings, LLC and Sorenson Communications, Inc. Announce Completion of Cash Tender Offer for 13.0% Senior Unsecured PIK Toggle Notes Due 2021 and Consent Solicitation for 9.0% Senior Secured Second Lien PIK Toggle Notes Due 2020

SALT LAKE CITY, UT--(Marketwired - Jan 20, 2016) -  Sorenson Holdings, LLC ("HoldCo") announced today the results of its previously announced cash tender offer for up to $50 million principal amount of the outstanding 13.0% Senior Unsecured PIK Toggle Notes due 2021 co-issued by HoldCo and Sorenson Finance Corp. (the "HoldCo Notes"). The tender offer expired at 9:00 a.m., New York City time, on January 20, 2016 (the Expiration Date").

As of the Expiration Date, holders of the HoldCo Notes had validly tendered (and not validly withdrawn) $218,818,616 aggregate principal amount of the HoldCo Notes. Based on the tenders received, the tender offer is oversubscribed. In accordance with the terms and conditions of the Offer to Purchase, dated as of December 18, 2015 (the "Offer to Purchase") and the accompanying letter of transmittal, HoldCo has prorated the amount of Notes that it accepted for purchase based on the total amount tendered. Accordingly, HoldCo accepted for purchase HoldCo Notes using a proration factor of 22.85%, or $228.50 principal amount of the HoldCo Notes per $1,000 principal amount of the HoldCo Notes validly tendered (and not validly withdrawn).

Each holder of the HoldCo Notes that validly tendered (and did not validly withdraw) HoldCo Notes will be eligible to receive $1,000 per $1,000 principal amount of the prorated portion of such HoldCo Notes accepted for purchase, plus accrued and unpaid interest on such accepted HoldCo Notes. HoldCo has made an aggregate cash payment to D.F. King & Co., Inc., as tender agent for the tender offer, on behalf of the holders of HoldCo Notes accepted for purchase in the tender offer.

HoldCo's wholly owned subsidiary, Sorenson Communications, Inc. ("OpCo," or together with HoldCo, "Sorenson"), today announced that, pursuant to its previously announced consent solicitation with respect to its 9.0% Senior Secured Second Lien PIK Toggle Notes due 2020 (the "OpCo Notes"), OpCo has received validly delivered (and not validly revoked) consents with respect to $366,395,121 aggregate principal amount of the OpCo Notes, representing at least a majority of the outstanding principal amount of the OpCo Notes (the "Requisite Consents") to certain proposed amendments to the indenture governing the OpCo Notes (the "Proposed Amendments"). The Proposed Amendments include, among other things, an amendment to the limitation on restricted payments covenant in the indenture governing the OpCo Notes (the "OpCo Notes Indenture") to allow additional distribution payments or loans by OpCo to holders of its equity interests from time to time in an aggregate amount not to exceed $100.0 million (the "Additional Distributions"). The consent solicitation expired concurrently with the Expiration Date of the tender offer.

In accordance with the terms and conditions described in the Consent Solicitation Statement, dated as of December 18, 2015 (the "Consent Solicitation Statement"), OpCo has made an aggregate cash payment equal to $1.00 per $1,000 principal amount of OpCo Notes for which Consents to the Proposed Amendments were validly delivered (and not validly revoked) on or prior to the Expiration Date (the "Consent Fee") to D.F. King & Co., Inc., as paying agent for the consent solicitation, on behalf of such consenting holders of OpCo Notes. In addition, OpCo has executed a supplemental indenture to the OpCo Notes Indenture effectuating the Proposed Amendments.

OpCo previously announced that it has entered into an amendment to its First Lien Credit and Guaranty Agreement to allow the Additional Distributions (the "Credit Agreement Amendment"). The Credit Agreement Amendment became effective upon the effectiveness of the Proposed Amendments. HoldCo financed the tender offer with the proceeds of an intercompany loan from OpCo that was permitted as part of the Additional Distributions once the Proposed Amendments and the Credit Agreement Amendment became effective.

This announcement shall not constitute an offer to purchase, a solicitation of an offer to sell or a solicitation of consents for the HoldCo Notes, the OpCo Notes or any other securities. The tender offer was made only through and subject to the terms and conditions set forth in the Offer to Purchase and accompanying letter of transmittal and the consent solicitation was made only through and subject to the terms and conditions set forth in the Consent Solicitation Statement and accompanying consent letter. The tender offer and consent solicitation were not made to holders 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.

About Sorenson Communications

Sorenson Communications® (www.sorenson.com) is a provider of industry-leading communications products and services for the deaf and hard-of-hearing. The company's offerings include Sorenson Video Relay Service® (SVRS®), the highest-quality video interpreting service; the Sorenson ntouch® VP videophone, designed especially for use by deaf individuals; ntouch® PC, software that connects users to SVRS by using a PC and webcam; ntouch® for Mac®, software that connects users to SVRS by using an Apple® computer; ntouch® Tablet, which turns the Apple iPad® with a front-facing camera into a larger-screen mobile VP; and ntouch® Mobile, an application empowering SVRS communication via mobile devices.

Disclaimer

If you choose Sorenson as your default provider, you can port your existing 10-digit number to Sorenson from another provider or Sorenson can provide you with one for the geographic area where you live or work. If you later change your default provider, you can port your number to that provider. When selecting Sorenson, you must provide to Sorenson the physical address (i.e., the Registered Location) from which you are placing the call, so that Sorenson can properly route any 911 calls you may make. If you move or change your location, you must notify Sorenson immediately. You can update your Registered Location from your Sorenson videophone by calling 800-659-4810 or by visiting www.svrs.com/moving. Sorenson will confirm receipt of your Registered Location information. Emergency calls made via internet-based TRS may not function the same as traditional E911 service. For example, you may not be able to dial 911 if there is an internet-service failure or if you lose electrical power, and your 911 call may not be routed correctly if you have not updated your Registered Location. For more information on the process of obtaining 10-digit numbers and the limitations and risks associated with using Sorenson's VRS to place a 911 call, please visit Sorenson's website: www.sorenson.com/disclaimer. For information on toll-free numbering, please visit www.svrs.com/tollfree.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

The statements included in this news release, and other statements that are not historical facts, may contain forward-looking statements. In addition to the assumptions specifically mentioned in the above paragraphs, there are a number of other factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, Sorenson's ability to consummate the tender offer and consent solicitation on the terms described in this news release or at all, Sorenson's substantial debt and lease obligations, Video Relay Service and IP Captioned Telephone Service rates, future regulatory actions by the Federal Communications Commission, pending patent litigation and other factors detailed in risk factors, solicitation considerations and elsewhere in the Offer to Purchase and the Consent Solicitation Statement. Should one or more of these risks or uncertainties materialize or the consequences of such a development worsen, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. Sorenson disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.