WALNUT CREEK, CA -- (Marketwired) -- Dec 17, 2013 -- ARC Document Solutions, Inc. (NYSE: ARC) announced the expiration of the consent payment deadline in connection with the previously announced cash tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation") relating to its outstanding 10.5% Senior Notes due 2016 (CUSIP No. 029263AB6) (the "Notes").
As of 5:00 p.m., New York City time, on December 16, 2013 (the "Consent Payment Deadline"), holders representing approximately 68% ($127.5 million) in aggregate principal amount of the Notes had validly tendered their Notes and delivered their consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes, which exceeded the amount required for adoption of the Proposed Amendments. Based on the receipt of the required Consents, the company and the trustee under the indenture expect to enter into a supplemental indenture reflecting the Proposed Amendments. The supplemental indenture will not become operative unless and until the Tender Offer is consummated.
Consummation of the Tender Offer, including the settlement of any Notes tendered at or prior to the Consent Payment Date, will be subject to the satisfaction of certain conditions, among other things, receipt of sufficient proceeds from new debt financing to fund the Tender Offer. If any of the conditions are not satisfied, the company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, and may terminate the Tender Offer. Full details of the terms and conditions of the Tender Offer and Consent Solicitation are included in the Offer to Purchase and Consent Solicitation Statement (the "Statement") and the related Consent and Letter of Transmittal, each dated December 3, 2013.
Copies of the tender offer documents can be obtained by contacting i-Deal LLC, the Information Agent for the Tender Offer, at (888) 593-9546 (toll free).
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as Dealer Managers for the Tender Offer. Questions concerning the Tender Offer may be directed to either J.P. Morgan Securities LLC at (212) 270-3153 or Wells Fargo Securities, LLC at (866) 309-6316. Wells Fargo Bank, National Association has been appointed to act as the Depositary for the Tender Offer.
None of the company, including its Board of Directors, the Information Agent, the Dealer Managers, the Depositary, the Trustee for the Notes or any other person, has made or makes any recommendation as to whether holders of the Notes should tender, or refrain from tendering, all or any portion of their Notes pursuant to the Tender Offer, and no one has been authorized to make such a recommendation. Holders of the Notes must make their own decisions as to whether to tender their Notes.
This press release shall not constitute an offer to purchase or a solicitation of an offer to sell any securities, including the Notes. The Tender Offer is being made only pursuant to the terms of the Statement and related materials, including the Consent and Letter of Transmittal. Holders of the Notes should read carefully the Statement and related materials, including the Consent and Letter of Transmittal, because they contain important information.
About ARC Document Solutions (NYSE:
ARC Document Solutions is a leading document solutions company serving businesses of all types, with an emphasis on the non-residential segment of the architecture, engineering and construction industries. The company helps customers all over the world reduce costs and increase efficiency in the use of their documents, improve document access and control, and offers a wide variety of ways to print, produce, and store documents. ARC provides its solutions onsite in more than 7,000 of its customers' offices, offsite in service centers around the world, and digitally in the form of proprietary software and web applications. For more information please visit www.e-arc.com.
This press release contains forward-looking statements that are based on current opinions, estimates and assumptions of management regarding future events and the future financial performance of the company. Words such as "expected," "consider," "intended," and similar expressions identify forward-looking statements and all statements other than statements of historical fact, including, but not limited to, any projections regarding earnings, revenues and financial performance of the company, could be deemed forward-looking statements. We caution you that such statements are only predictions and are subject to certain risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. In addition to matters affecting the construction, managed print services, document management or reprographics industries, or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in the caption entitled "Risk Factors" in ARC Document Solution's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, Quarterly Reports on Form 10-Q, and other periodic filings and prospectuses. The company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.