CAMBRIDGE, Ontario,
April 24, 2015 /PRNewswire/
-- Kissner Milling Company Limited (the "Issuer") hereby
announces that, upon the terms and subject to the conditions set
forth in a consent solicitation statement (the "Consent
Solicitation Statement") and the accompanying consent letter (the
"Consent Letter"), it received the requisite consents (the
"Requisite Consents") with respect to its previously announced
consent solicitation (the "Consent Solicitation") to amend certain
provisions of the Indenture governing its outstanding 7.250% Senior
Secured Notes due 2019 (CUSIP NOS. 49835DAA7 and C49518AA8) (the
"Notes"), dated as of May 30, 2014
(the "Indenture"), among the Issuer, the guarantors party thereto
(the "Guarantors"), Wells Fargo Bank, National Association, as
trustee (the "Trustee") and Wells Fargo Bank, National Association,
as collateral agent (the "Collateral Agent").
The Consent Solicitation expired at 5:00
p.m., New York City time,
on April 24, 2015 (such time on such
date, the "Expiration Date"). As of the Expiration Date, the
Issuer has received the Requisite Consents required to approve
certain amendments. Such Consents and any Consents received
prior to the Expiration Date may not be revoked.
The Consent Solicitation was conducted in contemplation of the
proposed acquisition by Krystal Acquisition Company Inc., an entity
controlled by an affiliate of Metalmark Capital Partners Cayman II,
L.P., MCP II (Outbound), L.P., MCP TE II (Outbound), L.P.,
Metalmark Capital Partners II Co-Investment, L.P., MCP (Silo) II
AIF Offshore, L.P., Metalmark Capital Partners II Executive Fund,
L.P. and Silvertree-KMC II, LP (collectively, the "Investors"), of
all of the outstanding ownership interests of the Issuer and of
Kissner Group Inc. other than certain outstanding ownership
interests being retained by certain existing investors (together
with certain related transactions, the "Acquisition").
On April 24, 2015, the Issuer, the
Guarantors, Trustee and the Collateral Agent entered into the first
supplemental indenture to the Indenture at which time it became
effective. The amendments will not become operative until the
effective date of, and contemporaneously with, the consummation of
the Acquisition. The Issuer expects to make payment of the Consent
Fee on or about May 15, 2015 to
Holders who have validly tendered their Consents and have not
validly withdrawn or revoked such Consents pursuant to the terms of
the Consent Solicitation Statement.
Barclays Capital Inc. acted as the exclusive Solicitation Agent
and D.F. King & Co., Inc. acted
as Information Agent and Tabulation Agent in connection with the
Consent Solicitation.
This press release is for informational purposes only and
the Consent Solicitation was only made pursuant to the terms of the
Consent Solicitation Statement and related Consent Letter. The
Consent Solicitation was not made to, and Consents were not
solicited from, Holders in any jurisdiction in which it is unlawful
to make such Consent Solicitation or grant such Consents.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
All capitalized terms used herein applicable to a Consent
Solicitation but not defined in this press release have the meaning
ascribed to them in the Consent Solicitation Statement.
About Kissner Milling Company Limited
Headquartered in Cambridge,
Ontario, Kissner is a leading producer and distributor of
bulk rock salt and packaged specialty deicing products across North
America. Kissner owns and operates a rock salt mine located
in Detroit, Michigan, which began
operations over 100 years ago and today is one of the most
efficient and safest rock salt mines in North America. With a
vertically-integrated supply chain for packaged deicing products,
Kissner is highly differentiated in its industry and one of the
most cost-competitive producers and distributors of bulk rock salt
and other packaged deicing products, across its markets.
Special Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the federal securities laws. All statements
contained in this press release other than statements of historical
fact are forward-looking statements. Forward-looking statements
address activities, events or developments that we expect or
anticipate will or may occur in the future, including references to
future goals or intentions. These statements can be identified by
the use of forward-looking terminology, including "may," "expect,"
"anticipate," "will" or similar words. Whether actual results and
developments in the future will conform to our expectations is
subject to numerous risks and uncertainties, many of which are
beyond our control. Therefore, actual outcomes and results could
materially differ from what is expressed or implied in these
statements.
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SOURCE Kissner Milling Company Limited