Click here to close now.




















Welcome!

News Feed Item

CPI International Announces Consent Solicitation to Amend Indenture Governing 8.00% Senior Notes Due 2018

PALO ALTO, Calif., March 5, 2014 /PRNewswire/ -- CPI International, Inc. ("CPI") is commencing a consent solicitation (the "Consent Solicitation") to amend the indenture (the "Indenture") governing its 8.00% Senior Notes due 2018 (the "Notes"), on the terms and subject to the conditions set forth in CPI's Consent Solicitation Statement (the "Consent Solicitation Statement").

CPI International, Inc. logo

CPI is soliciting consents for proposed amendments to the Indenture that would (1) increase the aggregate amount of indebtedness under CPI's credit facilities that constitutes "Permitted Indebtedness" for the purpose of the Limitations on Additional Indebtedness covenant from $230 million to $365 million and (2) modify the Restricted Payments covenant in order to allow CPI to pay a one-time dividend of up to $175 million to CPI International Holding Corp. (the "Special Dividend"), the parent of CPI.  In consideration for these covenant changes:

  • CPI will make a cash payment of $25.00 per $1,000 (the "Consent Payment") in aggregate principal amount of Notes as to which the holder of such Notes has validly delivered a duly executed consent prior to the Expiration Time (as defined below) and who has not revoked the consent in accordance with the procedure described in the Consent Solicitation Statement;
  • The interest rate on the Notes will be increased from 8.00% to 8.75% per annum; and
  • The premium for any optional redemption of the Notes will be increased to (i) for redemptions prior to February 15, 2016, the make-whole premium, (ii) for redemptions from February 15, 2016 to February 14, 2017, 4% and (iii) for redemptions thereafter, 1%.  Under the current optional redemption provisions of the Indenture, the premium is the make-whole premium prior to February 15, 2015, 4% from February 15, 2015 to February 14, 2016, 2% from February 15, 2016 to February 14, 2017 and 0% thereafter.

The covenant changes and the increases to the interest rate and optional redemption prices described above are referred to collectively as the "Proposed Amendments."  The Proposed Amendments will be set forth in a supplemental indenture and are described in more detail in the Consent Solicitation Statement.

Consents from holders of not less than a majority of the aggregate principal amount of Notes outstanding (excluding any Notes owned by CPI or its Affiliates, as defined in the Indenture) (the "Requisite Consents") are required for the Proposed Amendments.  As of the date hereof, there are $215 million aggregate principal amount of Notes outstanding.  Holders of Notes of record as of 5:00 p.m., New York City time, on January 31, 2014 (the "Record Date") will be eligible to participate in the Consent Solicitation.  Consents may be revoked pursuant to procedures described in the Consent Solicitation Statement until CPI has received the Requisite Consents.  The Consent Solicitation will expire at 5:00 p.m., New York City time, on March 11, 2014, unless extended (such date and time, as they may be extended, the "Expiration Time").

The Proposed Amendments will not become operative until payment of the Consent Payment.  CPI will not pay the Consent Payment until the satisfaction or waiver of a number of conditions described in the Consent Solicitation Statement, including the closing of new senior secured credit facilities comprising of a revolving credit facility of not less than $30 million and a term loan facility of not less than $310 million.  Proceeds of the new credit facilities would be used to fund the Special Dividend and the refinancing of CPI's existing senior secured credit facilities.  There can be no assurance that CPI will be able to obtain the senior secured credit facilities.

UBS Investment Bank is acting as the consent solicitation agent and Global Bondholder Services Corporation is acting as the information agent and tabulation agent.  Requests for documentation should be directed to Global Bondholder Services Corporation at 866-470-3900 (U.S. toll-free) or 212-430-3774 (for banks and brokerage firms).  Questions regarding the consent solicitation should be directed to UBS Investment Bank, acting as consent solicitation agent, at 888-719-4210 (U.S. toll-free) or 203-719-4210 (collect).

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any Notes.  The Consent Solicitation is being made solely by the Consent Solicitation Statement, which sets forth the complete terms and conditions of the Consent Solicitation.

About CPI International, Inc.

CPI International, Inc., headquartered in Palo Alto, California, is the parent company of Communications & Power Industries LLC and Communications & Power Industries Canada Inc., which together are a leading provider of microwave, radio frequency, power and control solutions for critical defense, communications, medical, scientific and other applications.  Communications & Power Industries LLC and Communications & Power Industries Canada Inc. develop, manufacture and distribute products used to generate, amplify, transmit and receive high-power/high-frequency microwave and radio frequency signals and/or provide power and control for various applications. End-use applications of these systems include the transmission of radar signals for navigation and location; transmission of deception signals for electronic countermeasures; transmission and amplification of voice, data and video signals for broadcasting, Internet and other types of commercial and military communications; providing power and control for medical diagnostic imaging; and generating microwave energy for radiation therapy in the treatment of cancer and for various industrial and scientific applications.

Certain statements included above constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements provide our current expectations, beliefs or forecasts of future events. Forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual events or results to differ materially from the results projected, expected or implied by these forward-looking statements. These factors include, but are not limited to, competition in our end markets; our significant amount of debt; changes or reductions in the U.S. defense budget; currency fluctuations; goodwill impairment considerations; customer cancellations of sales contracts; U.S. Government contracts; export restrictions and other laws and regulations; international laws; changes in technology; the impact of unexpected costs; the impact of a general slowdown in the global economy; the impact of environmental or zoning laws and regulations; and inability to obtain raw materials and components. These and other risks are described in more detail in CPI International Holding Corp.'s periodic filings with the Securities and Exchange Commission. As a result of these uncertainties, you should not place undue reliance on these forward-looking statements. All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us.

We are under no duty to update any of the forward-looking statements after the date of this press release to conform such statements to actual results or to changes in our expectations. The information in this press release is not a complete description of our business or the risks and uncertainties associated with the Consent Solicitation. Please refer to CPI International Holding Corp.'s Annual Report on Form 10-K for the fiscal year ended September 27, 2013 for more detailed information regarding these risks, uncertainties and assumptions.

Logo - http://photos.prnewswire.com/prnh/20060426/CPILOGO

SOURCE CPI International Holding Corp.; CPI International, Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
One of the hottest areas in cloud right now is DRaaS and related offerings. In his session at 16th Cloud Expo, Dale Levesque, Disaster Recovery Product Manager with Windstream's Cloud and Data Center Marketing team, will discuss the benefits of the cloud model, which far outweigh the traditional approach, and how enterprises need to ensure that their needs are properly being met.
In their session at 17th Cloud Expo, Hal Schwartz, CEO of Secure Infrastructure & Services (SIAS), and Chuck Paolillo, CTO of Secure Infrastructure & Services (SIAS), provide a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. In his role as CEO of Secure Infrastructure & Services (SIAS), Hal Schwartz provides leadership and direction for the company.
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
"We've just seen a huge influx of new partners coming into our ecosystem, and partners building unique offerings on top of our API set," explained Seth Bostock, Chief Executive Officer at IndependenceIT, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
For IoT to grow as quickly as analyst firms’ project, a lot is going to fall on developers to quickly bring applications to market. But the lack of a standard development platform threatens to slow growth and make application development more time consuming and costly, much like we’ve seen in the mobile space. In his session at @ThingsExpo, Mike Weiner, Product Manager of the Omega DevCloud with KORE Telematics Inc., discussed the evolving requirements for developers as IoT matures and conducte...
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
With SaaS use rampant across organizations, how can IT departments track company data and maintain security? More and more departments are commissioning their own solutions and bypassing IT. A cloud environment is amorphous and powerful, allowing you to set up solutions for all of your user needs: document sharing and collaboration, mobile access, e-mail, even industry-specific applications. In his session at 16th Cloud Expo, Shawn Mills, President and a founder of Green House Data, discussed h...
Mobile, social, Big Data, and cloud have fundamentally changed the way we live. “Anytime, anywhere” access to data and information is no longer a luxury; it’s a requirement, in both our personal and professional lives. For IT organizations, this means pressure has never been greater to deliver meaningful services to the business and customers.
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
The Internet of Everything (IoE) brings together people, process, data and things to make networked connections more relevant and valuable than ever before – transforming information into knowledge and knowledge into wisdom. IoE creates new capabilities, richer experiences, and unprecedented opportunities to improve business and government operations, decision making and mission support capabilities.
Chuck Piluso presented a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. Prior to Secure Infrastructure and Services, Mr. Piluso founded North American Telecommunication Corporation, a facilities-based Competitive Local Exchange Carrier licensed by the Public Service Commission in 10 states, serving as the company's chairman and president from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as chairman & founder of International Te...
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. In his session at 15th Cloud Expo, Michael Meiner, an Engineering Director at Oracle, Corporation, analyzed a range of cloud offerings (IaaS, PaaS, SaaS) and discussed the benefits/challenges of migrating to each offe...
Puppet Labs has announced the next major update to its flagship product: Puppet Enterprise 2015.2. This release includes new features providing DevOps teams with clarity, simplicity and additional management capabilities, including an all-new user interface, an interactive graph for visualizing infrastructure code, a new unified agent and broader infrastructure support.
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...