CEVA Group Plc (“CEVA” or the “Company”), one of the world’s leading non-asset based supply chain management companies, announced today that it was pleased to report that it has received certain requested waivers and amendments from the lenders under its senior secured credit facilities (the “Credit Facility”) and from the lenders under its U.S. asset backed loan facility (the “ABL Facility”) in connection with its previously announced financial recapitalization plan which if consummated will reduce substantially CEVA’s overall debt and interest costs, as well as increase liquidity and strengthen its capital structure. The Credit Facility lenders have agreed to, among other things, (a) forbear from exercising certain remedies under the Credit Facility as a result of certain defaults and other events, (b) consent to the incurrence, to the extent necessary, of a senior secured debtor-in-possession credit facility and (c) waive a change of control provision. The ABL Facility lenders have agreed to an amendment to the definition of change of control.
In addition, CEVA would like to remind eligible holders that in order to receive the consent fee / early tender fee payable in the previously announced private exchange offers (the “Exchange Offers”), which consists of new common equity interests (“Holdings Common Shares”) to be issued by Ceva Holdings LLC (“Holdings”) with a value equivalent to 5% of principal amount of indebtedness tendered, eligible holders of CEVA’s 12.75% Senior Notes due 2020 (the “Senior Unsecured Notes”), CEVA’s 11.5% Junior Priority Secured Notes due 2018 (the “Second Lien Notes”), CEVA’s 12% Second-Priority Senior Secured Notes due 2014 (the “Unexchanged Notes”) and CEVA’s Senior Unsecured Bridge Loans (the “Bridge Loans”) must validly tender, and not withdraw, their notes or other debt at or prior to 5:00 p.m., New York City time, on 16 April 2013 (the “Consent Time”). The valid tender of notes and other debt in the Exchange Offers requires the simultaneous delivery of all additional required documents as further described in the Confidential Offering Memorandum, Consent Solicitation and Disclosure Statement dated 3 April 2013 (the “Offering Memorandum”). Tendered notes and other debt may not be withdrawn after the Consent Time. The Exchange Offers will expire at midnight, New York City time, on 30 April 2013, unless terminated, withdrawn earlier or extended.
If the Exchange Offers are consummated, each eligible holder that validly tenders, and does not validly withdraw, its notes or other debt prior to the Consent Time shall be eligible to receive a consent fee or early tender fee consisting of Holdings Common Shares with a value equivalent to 5% of the principal amount of indebtedness tendered by such eligible holder (or 0.05 Holdings Common Shares for each $1,000 principal amount of Second Lien Notes, Senior Unsecured Notes or Bridge Loans tendered, and 0.06405 Holdings Common Shares for each €1,000 principal amount of Unexchanged Notes tendered). For eligible holders of Second Lien Notes, the consent fee represents an incremental 7.6% of Holdings Common Shares compared to the total number of Holdings Common Shares and shares of new preferred equity of Holdings (excluding the consent fee) that is being offered as consideration in the Exchange Offers to such eligible holders if the Exchange Offers are consummated. For eligible holders of Senior Unsecured Notes, Unexchanged Notes and Bridge Loans, the consent fee / early tender fee represents an incremental 13.7%, 14.6% and 14.6%, respectively, of Holdings Common Shares compared to the number of Holdings Common Shares (excluding the consent fee / early tender fee) that is being offered as consideration in the Exchange Offers to such eligible holders if the Exchange Offers are consummated. The above assumes that the value of one Holdings Common Share is $1,000, which is based upon the Reorganized Common Equity Value (as such term is defined in the Offering Memorandum), assuming 100% participation of eligible holders prior to the Consent Time and that the $256.2 million Rights Offering is fully subscribed.
None of CEVA, Holdings or any other person makes any recommendation as to whether holders should tender their securities in the Exchange Offers or provide the consents to the proposed amendments in the Consent Solicitations, and no one has been authorized to make such a recommendation. Holders of securities should read carefully the Offering Memorandum before making any decision with respect to the Recapitalization. In addition, holders must make their own decisions as to whether to tender their securities in the Exchange Offers and provide the related consents in the Consent Solicitations, and if they so decide, the principal amount of the securities to tender. The new securities being offered in the Exchange Offers have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. The Exchange Offers are being made in the United States only to holders of securities who are both “qualified institutional buyers” or institutional “accredited investors” and “U.S. persons” and outside the United States only to persons other than “U.S. persons” who are “non-U.S. qualified offerees” (in each case, as such terms are used in the letter of eligibility). The Exchange Offers are made only by, and pursuant to, the terms set forth in the Offering Memorandum. The Exchange Offers are subject to certain significant conditions. The complete terms and conditions of the Exchange Offers are set forth in the Offering Memorandum and other documents relating to the Recapitalization, which have been distributed to eligible holders of securities.
CEVA and Holdings have the right to amend, terminate or withdraw the Exchange Offers and the Consent Solicitations, at any time and for any reason, including if any of the conditions to the Exchange Offers is not satisfied. Documents relating to the Exchange Offers and the Consent Solicitations, including the Offering Memorandum will only be distributed to holders of securities who complete and return a letter of eligibility confirming that they are within the category of eligible holders for the Exchange Offers and the Consent Solicitations. Holders of securities who desire a copy of the eligibility letter should contact Garden City Group, the exchange agent for the Exchange Offers, at +1 (855) 454-1733.
