Exide Technologies Completes Comprehensive New Financing and Recapitalization
- Issued $150 million new international notes, net proceeds of approximately $125 million
- Converted $175 million of existing second lien notes to equity
- Extended first lien note maturity to 2024 from 2022 in an exchange offer
- Extended second lien note maturity to 2027 from 2025 in an exchange offer
- Extended ABL credit facility maturity to July 2021 from January 2020
Milton, GA – June 26, 2019 – Exide Technologies (or the “Company”) (www.exide.com), a global leader in stored energy solutions for the automotive and industrial markets, today announced the completion of a comprehensive new financing and recapitalization transaction led by the Company’s institutional shareholders which has enhanced the Company’s liquidity, extended debt maturities and deleveraged its balance sheet.
“We believe this transaction is a great outcome for Exide and is intended to significantly improve Exide’s financial position allowing for further growth and continued reinvestment in our business,” said Tim Vargo, Chairman, President and CEO of Exide Technologies. “The continued support of our shareholders and lenders provides the Company an enhanced financial position to drive long-term value.”
As part of the recapitalization, the Company, through a new wholly-owned subsidiary, Exide International Holdings LP, has issued $150 million aggregate principal amount of new 10.75% superpriority lien senior secured notes due October 31, 2021 (the “New Notes”), which may be extended for one year at the Company’s option for a 1% cash fee payable to the holders of the New Notes. The New Notes generated approximately $125 million of net proceeds after fees and expenses.
In addition, on June 25, 2019, the Company completed the early settlement for a series of concurrent exchange offers and consent solicitations. On the early settlement date, the Company:
- Exchanged $529.8 million aggregate principal amount (or 99.8%) of its $530.8 million of outstanding 11% first lien senior secured notes due April 30, 2022 (the “Existing First Lien Notes”) for a combination of (1) $375.0 million aggregate principal amount of new 11% exchange priority notes due October 31, 2024 (the “Exchange Priority Notes”) and (2) $154.8 million aggregate principal amount of new 11% first lien senior secured notes due October 31, 2024 (the “New First Lien Notes”). The mandatory cash component of the 11% interest rate applicable to the Exchange Priority Notes and New First Lien Notes, as compared to the Existing First Lien Notes, reflects a reduction from 4% to 3%.
- Exchanged (a) $371.8 million aggregate principal amount (or 99.5%) of its $373.8 million aggregate principal amount of outstanding 7.00% second lien senior secured convertible PIK notes due April 30, 2025 (the “Existing 7.00% Second Lien Notes”) for a combination of (1) $211.2 million of 7.25% 1.5 lien senior secured convertible PIK notes due April 30, 2027 (the “New 1.5 Lien Notes”) and (2) 18.2 million shares of common stock; and (b) $92.4 million aggregate principal amount (or 99.8%) of its outstanding $92.6 million aggregate principal amount of 7.25% second lien senior secured convertible PIK notes due 2025 (the “Existing 7.25% Second Lien Notes” and, together with the Existing 7.00% Second Lien Notes, the “Existing Second Lien Notes”), for a combination of (1) $78.8 million aggregate principal amount of New 1.5 Lien Notes and (2) 3.1 million shares of common stock.
The final settlement date for the exchange offers and consent solicitations is expected to occur on July 9, 2019. The outstanding offers remain subject to the terms and conditions described in the applicable Confidential Offering Memorandum and Exchange Offer and Consent Solicitation Statement previously distributed to the noteholders.
In connection with the consent solicitations described above, the Company also entered into supplemental indentures with respect to the Existing First Lien Notes and Existing Second Lien Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and provide that the collateral will cease to secure such notes. The supplemental indentures with respect to second lien notes also modified various covenants and conversion terms and provided for the mandatory conversion on July 10, 2019 of any remaining Existing Second Lien Notes into 50% New 1.5 Lien Notes and 50% common stock. The Company also entered into an amendment to its existing asset-based lending facility to, among other things, (1) permit the transactions described in this announcement, (2) extend the maturity date to July 31, 2021, (3) reduce the commitments thereunder from $200,000,000 to $180,000,000 and (4) add certain other guarantees and collateral.
About Exide Technologies
Exide Technologies (www.exide.com) is a global provider of stored electrical-energy solutions for the transportation and industrial markets. Exide’s 130 years of technology innovation combined with operations around the world enables the company to deliver compelling solutions for the world’s current and future power needs. Exide produces and recycles a broad range of products, serving the Transportation, Network Power and Motive Power market segments with battery and energy storage systems and specialty applications for a broad range of industries including: agricultural, automotive, electric, light and heavy-duty truck, marine, materials handling, military, mining, powersport, railroad, security, telecommunications, utility and uninterruptible power supply (UPS), among others. Exide is Powering the World Forward - history and scale combined with a start-up mentality make Exide the right choice for customers who want more than simply a battery supplier.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of federal securities laws. These “forward-looking statements” are statements other than statements of historical fact and may include, among other things, statements in relation to the Company’s current expectations and beliefs as to its ability to consummate the exchange offers, including the timing, size, pricing or other terms of the exchange offers, and other future events. All information set forth in this release is as of the date hereof. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. Actual results are subject to a number of risks and uncertainties and may differ materially from the current expectations and beliefs discussed in this press release. Certain potential factors, risks and uncertainties that could affect the Company’s business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements include the Company’s ability to complete the exchange offers and satisfy the conditions thereto, and other risks described in the applicable Confidential Offering Memorandum and Exchange Offer and Consent Solicitation Statement previously distributed to the noteholders.
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