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Ceridian and Comdata Announce Tender Offers for Any and All of Ceridian’s 11 1/4% Senior Notes due 2015 and 12 1/4/13% Senior Toggle Notes due 2015 and Related Consent Solicitation
Minneapolis, Minn. and Brentwood, Tenn. - May 21, 2014
Ceridian LLC (the “Company”) and Comdata Inc. (“Comdata”), today announced that Comdata has commenced tender offers pursuant to which Comdata will offer to purchase any and all of the Company’s outstanding 11 1/4% Senior Notes due 2015 (the “11 1/4% Notes”) and 12 1/4%/13% Senior Toggle Notes due 2015 (the “Toggle Notes” and together with the 11 1/4% Notes, the “Notes”). The Company currently has an aggregate principal amount of $765,000,000 of 11 1/4% Notes and $90,875,000 of Toggle Notes outstanding. In conjunction with the tender offers, Comdata has also commenced a solicitation for consents to certain proposed amendments to the indenture governing the Notes. The tender offers and solicitation are being made pursuant to an offer to purchase and consent solicitation statement and a related letter of transmittal, each dated as of May 21, 2014. The tender offers and consent solicitation will expire at midnight, New York City time, on June 18, 2014, unless extended.
Holders of Notes that are validly tendered and related consents validly delivered and accepted at or prior to the early tender time of 5:00 p.m., New York City time, on June 4, 2014 will receive the total consideration of $1,007.00 per $1,000 principal amount of Notes, which includes the early tender payment of $20.00 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the settlement date.
Holders of Notes that are validly tendered and related consents validly delivered and accepted after the foregoing early tender time and at or prior to the expiration of the tender offer and consent solicitation will receive the tender offer consideration of $987.00 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the settlement date. Holders who tender and deliver related consents after the early tender time will not receive the early tender payment.
The proposed amendments will eliminate substantially all of the restrictive covenants contained in the indenture governing the Notes and the Notes (but not the covenant to pay the principal of, and interest on, the Notes when due). Holders who tender their Notes pursuant to the tender offers are obligated to consent to the proposed amendments to the Notes with respect to the entire principal amount of Notes tendered by such holders. Holders of Notes may not deliver consents in the consent solicitation without tendering the related Notes in the tender offers.
The tender offers and consent solicitation are contingent upon the successful completion of one or more debt financing transactions in an aggregate principal amount of at least $855 million. Comdata may amend or waive any of the conditions of the tender offers or the consent solicitation, in whole or in part, at any time or from time to time, in its sole discretion.
This news release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The tender offers and consent solicitation are being made pursuant to the terms and conditions contained in the offer to purchase and consent solicitation statement and related letter of transmittal, copies of which will be delivered to all holders of the Company’s Notes. Comdata may amend, extend or terminate the tender offers or the consent solicitation in its sole discretion. Persons with questions regarding the tender offers or the consent solicitation should contact the following dealer manager and solicitation agent: Deutsche Bank Securities Inc. at (855) 287-1922 (U.S. toll free) or (212) 250-7527 (call collect).
The tender agent for the tender offers and consent solicitation is D.F. King & Co., Inc., who may be contacted by telephone at (212) 493-6940 or by fax (for eligible institutions only) at (212) 709-3328. The information agent for the tender offers and consent solicitation is D.F. King & Co., Inc., who may be contacted at (212) 269-5550 (collect calling for banks and brokers) or (800) 967-5079 (U.S. toll free), or by e-mail at Ceridian@dfking.com.
About Comdata and the Company
Comdata is a leading business-to-business provider of innovative electronic payment solutions. As an issuer and a processor, Comdata provides fleet, corporate payment, healthcare, virtual card, and prepaid solutions to over 20,000 customers. Comdata’s SVS division is a global gift card and loyalty innovator that manages over 600 million cards and processes over 1 billion transactions from over 45 countries and in 26 currencies worldwide every year. Founded in 1969 and headquartered in Brentwood, Tennessee with more than 1,200 employees globally, Comdata enables over $54 billion in payment volume annually. Comdata is a wholly-owned subsidiary of Ceridian LLC. For more information about Comdata solutions, call 1-800-266-3282.
This document contains forward-looking statements that involve risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: adverse conditions in the capital markets and the failure of holders to participate in the tender offers and consent solicitation; changes in federal or state securities laws; and changes in our business and financial condition. Neither the Company nor Comdata assumes any obligation to update forward-looking information contained in this press release.