Acrisure Announces Early Results of and Total Consideration for its Cash Tender Offer and Related Consent Solicitations for its Outstanding 10.125% Senior Notes due 2026
GRAND RAPIDS, Mich.–(BUSINESS WIRE)–Acrisure, LLC, a Michigan limited liability company (“Acrisure” or the “Company”), announced today (i) the early tender results as of the previously announced early tender participation deadline of 5:00 p.m., New York City time, on June 14, 2024 (the “Early Participation Deadline”) for the previously announced offer to purchase for cash (the “Tender Offer”) for any and all outstanding 10.125% Senior Notes due 2026 issued by Acrisure and Acrisure Finance Inc. (the “Issuers”, and such notes, the “Notes”) and related consent solicitations (the “Consent Solicitations”) and (ii) the Total Consideration (as defined below) for the Notes. The Tender Offer and Consent Solicitation are being made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 3, 2024 (as it may be amended or supplemented from time to time, the “Statement”).
As of the Early Participation Deadline, according to information provided by the Depositary and Information Agent (as defined below) for the Tender Offer and Consent Solicitation, $381,834,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn. Withdrawal rights for the Tender Offer and Consent Solicitation expired at 5:00 p.m., New York City time, on June 14, 2024, concurrently with the Early Participation Deadline. Accordingly, Notes validly tendered and not validly withdrawn in the Tender Offer and Consent Solicitation may no longer be withdrawn except where additional withdrawal rights are required by law.
The table below summarizes the results of the Tender Offer and Consent Solicitation as of the Early Tender Deadline and certain payment terms, including the Reference Yield and Total Consideration (as defined below) for the Notes.
Title of
Security
CUSIP/ISIN
Nos.
Aggregate
Principal
Amount
Outstanding
Reference
U.S.
Treasury
Security
Reference
Yield(1)
Bloomberg
Reference
Page
Fixed
Spread
(Basis
Points)
Repurchase
Yield
Total
Consideration(2)
Early
Participation
Payment(2)
Principal
Amount
Tendered
Percentage
of Principal
Amount
Outstanding
Tendered
10.125% Senior Notes due 2026
00489L AD5 /
US00489LAD55
(144A)
U0055L AC8 /
USU0055LAC82
(Reg S)
$400,000,000
3.000% U.S.
Treasury due
July 31, 2024
(CUSIP
91282CFA4)
5.507%
FIT 3
+0 bps
5.507%
$1,030.14
$30.00
$381,834,000
95.46%
(1) The Reference Yield for the Notes was determined at 2:00 p.m., New York City time, on June 14, 2024.
(2) Per $1,000 principal amount.
The “Total Consideration” offered per $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Statement by reference to the applicable fixed spread (the “Fixed Spread”) specified for the Notes in the table above over the yield to maturity (the “Reference Yield”) based on the bid side price of the U.S. Treasury Security (the “Reference U.S. Treasury Security”) specified for the Notes in the table above, as calculated by the Dealer Manager and Solicitation Agent (as defined below) at 2:00 p.m., New York City time, on June 14, 2024 (such time and date, the “Price Determination Date”). The Total Consideration is inclusive of the applicable Early Participation Payment specified for the Notes in the table above (the “Early Participation Payment”). The sum of the Fixed Spread and Reference Yield is referred to as the “Repurchase Yield.”
As previously announced, in order to be eligible to receive the Total Consideration with respect to the Notes, holders of the notes (the “Holders”) must have validly tendered Notes on or prior to the Early Participation Deadline. Holders validly tendering Notes after the Early Participation Deadline but on or prior to 5:00 p.m., New York City time, on July 2, 2024 (such time and date with respect to the Tender Offer, as it may be extended, the “Expiration Time”) will be eligible to receive only the “Tender Offer Consideration” for the Notes, which is equal to the Total Consideration minus the Early Participation Payment. In addition to the Total Consideration or Tender Offer Consideration, as applicable, tendering Holders whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest from the last interest payment date with respect to the Notes to, but not including, the applicable Settlement Date (as defined below).
In addition, as previously announced, the Company solicited consents in the Consent Solicitation from the Holders (i) to eliminate certain covenants, restrictive provisions and events of default applicable to the Notes (collectively, the “Proposed Amendments”) and (ii) to the execution and delivery of a supplemental indenture to the indenture governing the Notes (the “Indenture”), containing the Proposed Amendments. Because the Company received consents representing a majority of the aggregate principal amount of the Notes, the Company expects that the Issuers and the subsidiaries that guarantee the Notes will execute and deliver a supplemental indenture with respect to the Notes giving effect to the Proposed Amendments. The Proposed Amendments are expected to become operative on the Early Settlement Date (as defined below).
The Tender Offer and Consent Solicitation will expire at the Expiration Time. The “Early Settlement Date” will be, at Acrisure’s option, any time after the Early Participation Deadline and prior to the Expiration Time, which date is expected to be June 20, 2024, subject to the Financing Condition (as defined below) and all of the other conditions of the Tender Offer and Consent Solicitation having been satisfied or waived by the Company. The “Final Settlement Date” will be promptly after the Expiration Time. We refer to the Early Settlement Date and the Final Settlement Date as the “Settlement Date,” as applicable.
The Company’s obligation to consummate the Tender Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement, including, among others, that the Company shall have completed a new issuance of unsecured notes on terms and conditions satisfactory to the Company, yielding net cash proceeds which, together with such cash on hand as the Company considers reasonably appropriate to utilize for such purpose, is sufficient to fund the aggregate consideration in the Tender Offer, with respect to the Notes validly tendered at or prior to the Expiration Time (regardless of the actual amount of Notes tendered), plus accrued and unpaid interest (the “Financing Condition”).
Acrisure has engaged Morgan Stanley & Co. LLC as the “Dealer Manager and Solicitation Agent” for the Tender Offer and Consent Solicitation. Copies of the Statement may be obtained from D.F. King, the “Depositary and Information Agent” for the Tender Offer and Consent Solicitation, by phone at (800) 431-9646 (toll-free) or (212) 269-5550 (collect for banks and brokers). Please direct questions regarding the Tender Offer to Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect for banks and brokers).
About Acrisure
Acrisure is An Extraordinary AdvantageSM for millions of clients worldwide. The Company combines humans and high tech to deliver a broad array of products including Insurance, Reinsurance, Cyber Services, Mortgage Origination and more. In the last ten years, Acrisure has grown in revenue from $38 million to $4.4 billion and today employs over 17,000 colleagues in over 21 countries.
Forward-Looking Statements
This press release contains “forward-looking statements” which are subject to certain risks, trends and uncertainties. In particular, statements made that are not historical facts may be forward-looking statements. Words such as “should,” “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “contemplates” and similar expressions identify forward-looking statements. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Such forward-looking statements include statements regarding the ability of the Company to satisfy the Financing Condition. Such forward-looking statements speak only as of the date of this press release and the Company does not undertake any obligation to update any forward-looking statements.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to purchase, or the solicitation of an offer to sell, or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In the case of the Tender Offer and Consent Solicitation, the Tender Offer and Consent Solicitation are being made solely pursuant to the Statement and only to such persons and in such jurisdictions as is permitted under applicable law. Contacts
Analyst Inquiries:Kent SnyderV.P., Finance & Capital Markets
(616) 510-5293ksnyder@acrisure.com
Media Inquiries:Elliott BundyChief Communications and Marketing Officer
(347) 561-0276ebundy@acrisure.com
