|By PR Newswire||
|March 5, 2014 08:02 AM EST||
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 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.
SOURCE CPI International Holding Corp.; CPI International, Inc.
In his session at 20th Cloud Expo, Chris Carter, CEO of Approyo, will discuss the basic set up and solution for an SAP solution in the cloud and what it means to the viability of your company. Chris Carter is CEO of Approyo. He works with business around the globe, to assist them in their journey to the usage of Big Data in the forms of Hadoop (Cloudera and Hortonwork's) and SAP HANA. At Approyo, we support firms who are looking for knowledge to grow through current business process, where even ...
Feb. 26, 2017 07:30 PM EST Reads: 1,103
The Internet of Things can drive efficiency for airlines and airports. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Sudip Majumder, senior director of development at Oracle, discussed the technical details of the connected airline baggage and related social media solutions. These IoT applications will enhance travelers' journey experience and drive efficiency for the airlines and the airports.
Feb. 26, 2017 06:45 PM EST Reads: 2,336
Addteq is one of the top 10 Platinum Atlassian Experts who specialize in DevOps, custom and continuous integration, automation, plugin development, and consulting for midsize and global firms. Addteq firmly believes that automation is essential for successful software releases. Addteq centers its products and services around this fundamentally unique approach to delivering complete software release management solutions. With a combination of Addteq's services and our extensive list of partners,...
Feb. 26, 2017 06:00 PM EST Reads: 900
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain.
Feb. 26, 2017 05:30 PM EST Reads: 1,951
In 2014, Amazon announced a new form of compute called Lambda. We didn't know it at the time, but this represented a fundamental shift in what we expect from cloud computing. Now, all of the major cloud computing vendors want to take part in this disruptive technology. In his session at 20th Cloud Expo, John Jelinek IV, a web developer at Linux Academy, will discuss why major players like AWS, Microsoft Azure, IBM Bluemix, and Google Cloud Platform are all trying to sidestep VMs and containers...
Feb. 26, 2017 05:30 PM EST Reads: 2,119
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, whic...
Feb. 26, 2017 05:15 PM EST Reads: 1,888
Wooed by the promise of faster innovation, lower TCO, and greater agility, businesses of every shape and size have embraced the cloud at every layer of the IT stack – from apps to file sharing to infrastructure. The typical organization currently uses more than a dozen sanctioned cloud apps and will shift more than half of all workloads to the cloud by 2018. Such cloud investments have delivered measurable benefits. But they’ve also resulted in some unintended side-effects: complexity and risk. ...
Feb. 26, 2017 05:00 PM EST Reads: 2,125
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.
Feb. 26, 2017 04:15 PM EST Reads: 1,660
SYS-CON Events announced today that CA Technologies has been named “Platinum Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business – from apparel to energy – is being rewritten by software. From ...
Feb. 26, 2017 03:45 PM EST Reads: 2,661
With 10 simultaneous tracks, keynotes, general sessions and targeted breakout classes, Cloud Expo and @ThingsExpo are two of the most important technology events of the year. Since its launch over eight years ago, Cloud Expo and @ThingsExpo have presented a rock star faculty as well as showcased hundreds of sponsors and exhibitors! In this blog post, I provide 7 tips on how, as part of our world-class faculty, you can deliver one of the most popular sessions at our events. But before reading the...
Feb. 26, 2017 03:30 PM EST Reads: 8,907
"Storage is growing. All of IDC's estimates say that unstructured data is now 80% of the world's data. We provide storage systems that can actually deal with that scale of data - software-defined storage systems," stated Paul Turner, Chief Product and Marketing Officer at Cloudian, in this SYS-CON.tv interview at 17th Cloud Expo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
Feb. 26, 2017 02:30 PM EST Reads: 7,098
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
Feb. 26, 2017 02:30 PM EST Reads: 2,443
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
Feb. 26, 2017 01:30 PM EST Reads: 2,358
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
Feb. 26, 2017 01:15 PM EST Reads: 1,845
Cloud Expo, Inc. has announced today that Aruna Ravichandran, vice president of DevOps Product and Solutions Marketing at CA Technologies, has been named co-conference chair of DevOps at Cloud Expo 2017. The @DevOpsSummit at Cloud Expo New York will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and @DevOpsSummit at Cloud Expo Silicon Valley will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Feb. 26, 2017 01:15 PM EST Reads: 2,206