|By Business Wire||
|July 29, 2014 11:22 PM EDT||
Alion Science and Technology Corporation (the "Company") announced today the further extension of its previously announced exchange offer, consent solicitation and unit offering relating to its 10.25% Senior Notes due 2015 (the "Unsecured Notes"). The transactions are part of the previously announced transaction in which the Company is seeking to refinance its existing indebtedness.
As of 5:00 p.m., New York City time, on July 29, 2014, according to Global Bondholder Services Corporation, the Information and Exchange Agent, approximately $ 213,241,000, or 90.74%, of the aggregate principal amount of outstanding Unsecured Notes had been validly tendered for exchange and not withdrawn in the exchange offer and consent solicitation pursuant to the following options in the exchange offer:
|New Securities Option||$207,791,000||88.42%|
|Cash Option||$ 4,006,000||1.71%|
|New Securities Plus Unit Offering||$ 1,444,000||0.61%|
The Company has extended the Early Tender Date from 5:00 p.m., New York City time, on August 1, 2014 to 5:00 p.m., New York City time, on August 12, 2014. The Company has also extended the Expiration Date of the exchange offer and consent solicitation from 9:00 a.m., New York City time, on August 11, 2014 to 9:00 a.m., New York City time, on August 13, 2014 (the "Expiration Date").
The Company has extended the expiration date of the unit offering to 5:00 p.m., New York City time, on August 12, 2014. As of 5:00 p.m. on July 29, 2014, according to Global Bondholder Services Corporation, holders of Unsecured Notes have elected to purchase approximately 93 units in the unit offering for an aggregate purchase price of approximately $55,800. The election to purchase units in the unit offering cannot be revoked, except that a valid withdrawal of Unsecured Notes in the exchange offer will be deemed to have revoked any election to purchase units in the unit offering, and except as required by law.
For each $1,000 principal amount of Unsecured Notes accepted for exchange in the exchange offer that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on August 12, 2014, holders will receive an additional $15.00 in cash (the "Early Tender Payment"). Holders who tender after 5:00 p.m., New York City time, on August 12, 2014, but prior to the Expiration Date, will not be entitled to receive the Early Tender Payment.
A registration statement relating to the exchange offer, consent solicitation and unit offering (the “Transactions”) was declared effective by the Securities and Exchange Commission on May 9, 2014. On July 29, 2014, the Company filed a new registration statement on Form S-1 with the U.S. Securities and Exchange Commission to reflect the amended terms of the Transactions and register additional securities in connection with the Exchange Offer (the “New Registration Statement”) but it has not yet become effective. These amended terms, which have the support of ASOF II Investments, LLC and Phoenix Investment Adviser LLC, the largest holders of the Company’s outstanding Unsecured Notes, pursuant to an amended refinancing support agreement, were changed in order to obtain an understanding in principle with a large financial institution concerning placement of new first lien term loans in the aggregate principal amount of $285 million subject to documentation and other conditions precedent, which financing is required in order for the Company to consummate the Transactions. The Company cannot complete the Transactions, including the issuance of any New Securities, the acceptance of any existing Unsecured Notes for exchange or the acceptance of any offers to purchase the Units, prior to the time the New Registration Statement has become effective.
The new first lien financing and the amended refinancing support agreement with ASOF II Investments, LLC and Phoenix Investment Adviser LLC are conditioned upon at least 90% of the outstanding aggregate principal amount of Unsecured Notes being validly tendered (and not validly withdrawn) in the exchange offer. In connection with the filing of the New Registration Statement, tenders of Unsecured Notes may be withdrawn, and the related consents may be revoked, at any time at or prior to the Expiration Date. The amended terms of the Transactions, including descriptions of the Third-Lien Notes, the material differences between the Third-Lien Notes and the Unsecured Notes, the unit offering, and other information relating to the Transactions are contained in the amended and restated preliminary prospectus dated July 29, 2014 filed with the New Registration Statement.
The Company continues to take all actions necessary to complete the Transactions and the new first lien financing. The completion of the Transactions and the new first lien financing is subject to the conditions described in the amended and restated preliminary prospectus, including the satisfaction or waiver by the Company of the minimum tender condition, which requires that at least 90% of the outstanding aggregate principal amount of Unsecured Notes be validly tendered (and not validly withdrawn) in the exchange offer and that the New Registration Statement is declared effective under the Securities Act of 1933, as amended, and is not subject to any stop order suspending its effectiveness or any proceedings seeking a stop order. Subject to applicable law and certain of our contractual agreements, the Company may waive certain conditions applicable to the Transactions, including the minimum tender condition, and may extend, terminate or amend the Transactions, without extending the Expiration Date, except as required by law.
The offer is being made only by means of an amended and restated preliminary prospectus. Copies of the amended and restated preliminary prospectus and the transmittal materials may be obtained free of charge, by contacting the Information and Exchange Agent at the following address:
Global Bondholder Services
By Facsimile (for eligible institutions only): (212) 430-3775/3779
Confirmation: (212) 430-3774
By Phone: 866-470-3900 (toll free)
By Mail, Overnight Courier Hand Delivery:
65 Broadway, Suite 404
New York, New York 10006
Attn: Corporate Actions
They can also be obtained free of charge at http://www.gbsc-usa.com/Alion, the SEC’s website (http://www.sec.gov), or by contacting Alion Science and Technology Corporation, 1750 Tysons Boulevard, Suite 1300, McLean, Virginia 22102, (703) 918-4480, Attention: Kevin Boyle, Senior Vice President, General Counsel & Secretary.
Goldman, Sachs & Co. has been retained to act as the dealer manager and solicitation agent in connection with the exchange offer and consent solicitation. The information and exchange agent for the Transactions is Global Bondholder Services Corporation. Questions regarding the procedures for participating in the Transactions, requests for assistance regarding the process, and requests for additional copies of the amended and restated preliminary prospectus and transmittal materials governing the Transactions may be directed to Global Bondholder Services at its address set forth below.
This press release does not constitute an offer to sell any securities or the solicitation of an offer to exchange any of the Company’s outstanding Unsecured Notes or any other security, nor shall there be any sale or exchange of any securities in any state or other jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification of any such securities or offer under the securities laws of any such state or other jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Information included in this press release may contain forward-looking statements that involve risks and uncertainties, including statements regarding the expected terms of the proposed refinancing transaction. These statements relate to future plans, objectives, expectations and intentions and are for illustrative purposes only. These statements may be identified by the use of words such as "believe," "expect," "intend," "plan," "anticipate," "likely," "will," "pro forma," "forecast," "projections," "could," "estimate," "may," "potential," "should," "would," and similar expressions. Factors that could cause actual results to differ materially from anticipated results include, but are not limited to: the inability to refinance the Company’s indebtedness on satisfactory terms, or at all, prior to maturity of such indebtedness; U.S. government debt ceiling limitations, sequestration, continuing resolutions, or other similar federal government budgetary or funding issues; U.S. government shutdowns; U.S. government decisions to reduce funding for projects the Company supports; failure to retain the Company’s existing government contracts, win new business and win re-competed contracts; failure of government customers to exercise contract options; limits on financial and operational flexibility given the Company’s substantial debt and debt covenants; the effect, if any, of the Company’s refinancing efforts and financial condition on its relationships with its customers and the Company’s ability to attract new business; material changes to the Company’ capital structure, including financing transactions which may dilute ESOP participants’ interest in the Company’s capital stock; and other factors discussed in this press release, the Company’s annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, and subsequent Current Reports on Form 8-K, in each case as filed with the SEC.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s views as of the date of this press release. The Company undertakes no obligation to update any of the forward-looking statements made in this press release, whether as a result of new information, future events, changes in expectations or otherwise.
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
Mar. 23, 2017 02:15 AM EDT Reads: 11,078
SYS-CON Events announced today that HTBase will exhibit at 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. HTBase (Gartner 2016 Cool Vendor) delivers a Composable IT infrastructure solution architected for agility and increased efficiency. It turns compute, storage, and fabric into fluid pools of resources that are easily composed and re-composed to meet each application’s needs. With HTBase, companies can quickly prov...
Mar. 23, 2017 02:15 AM EDT Reads: 2,234
SYS-CON Events announced today that Outlyer, a monitoring service for DevOps and operations teams, has been named “Bronze 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. Outlyer is a monitoring service for DevOps and Operations teams running Cloud, SaaS, Microservices and IoT deployments. Designed for today's dynamic environments that need beyond cloud-scale monitoring, we make monitoring effortless so you ...
Mar. 23, 2017 02:00 AM EDT Reads: 3,636
SYS-CON Events announced today that MobiDev, a client-oriented software development company, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place 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. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex softw...
Mar. 23, 2017 01:15 AM EDT Reads: 3,279
What if you could build a web application that could support true web-scale traffic without having to ever provision or manage a single server? Sounds magical, and it is! In his session at 20th Cloud Expo, Chris Munns, Senior Developer Advocate for Serverless Applications at Amazon Web Services, will show how to build a serverless website that scales automatically using services like AWS Lambda, Amazon API Gateway, and Amazon S3. We will review several frameworks that can help you build serverle...
Mar. 23, 2017 12:00 AM EDT Reads: 1,144
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
Mar. 22, 2017 11:00 PM EDT Reads: 2,924
SYS-CON Events announced today that Hitrons Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Hitrons Solutions Inc. is distributor in the North American market for unique products and services of small and medium-size businesses, including cloud services and solutions, SEO marketing platforms, and mobile applications.
Mar. 22, 2017 10:15 PM EDT Reads: 3,240
With the introduction of IoT and Smart Living in every aspect of our lives, one question has become relevant: What are the security implications? To answer this, first we have to look and explore the security models of the technologies that IoT is founded upon. In his session at @ThingsExpo, Nevi Kaja, a Research Engineer at Ford Motor Company, will discuss some of the security challenges of the IoT infrastructure and relate how these aspects impact Smart Living. The material will be delivered i...
Mar. 22, 2017 10:15 PM EDT Reads: 1,699
For organizations that have amassed large sums of software complexity, taking a microservices approach is the first step toward DevOps and continuous improvement / development. Integrating system-level analysis with microservices makes it easier to change and add functionality to applications at any time without the increase of risk. Before you start big transformation projects or a cloud migration, make sure these changes won’t take down your entire organization.
Mar. 22, 2017 10:15 PM EDT Reads: 3,219
Historically, some banking activities such as trading have been relying heavily on analytics and cutting edge algorithmic tools. The coming of age of powerful data analytics solutions combined with the development of intelligent algorithms have created new opportunities for financial institutions. In his session at 20th Cloud Expo, Sebastien Meunier, Head of Digital for North America at Chappuis Halder & Co., will discuss how these tools can be leveraged to develop a lasting competitive advanta...
Mar. 22, 2017 09:30 PM EDT Reads: 2,299
Your homes and cars can be automated and self-serviced. Why can't your storage? From simply asking questions to analyze and troubleshoot your infrastructure, to provisioning storage with snapshots, recovery and replication, your wildest sci-fi dream has come true. In his session at @DevOpsSummit at 20th Cloud Expo, Dan Florea, Director of Product Management at Tintri, will provide a ChatOps demo where you can talk to your storage and manage it from anywhere, through Slack and similar services ...
Mar. 22, 2017 06:15 PM EDT Reads: 3,928
VeriStor Systems has announced that CRN has named VeriStor to its 2017 Managed Service Provider (MSP) 500 list in the Elite 150 category. This annual list recognizes North American solution providers with cutting-edge approaches to delivering managed services. Their offerings help companies navigate the complex and ever-changing landscape of IT, improve operational efficiencies, and maximize their return on IT investments. In today’s fast-paced business environments, MSPs play an important role...
Mar. 22, 2017 05:45 PM EDT Reads: 1,798
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 ...
Mar. 22, 2017 04:30 PM EDT Reads: 821
SYS-CON Events announced today that Cloudistics, an on-premises cloud computing company, has been named “Bronze 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. Cloudistics delivers a complete public cloud experience with composable on-premises infrastructures to medium and large enterprises. Its software-defined technology natively converges network, storage, compute, virtualization, and management into a ...
Mar. 22, 2017 03:45 PM EDT Reads: 1,169
Keeping pace with advancements in software delivery processes and tooling is taxing even for the most proficient organizations. Point tools, platforms, open source and the increasing adoption of private and public cloud services requires strong engineering rigor - all in the face of developer demands to use the tools of choice. As Agile has settled in as a mainstream practice, now DevOps has emerged as the next wave to improve software delivery speed and output. To make DevOps work, organization...
Mar. 22, 2017 03:30 PM EDT Reads: 804