SOUTHBOROUGH, Mass.--(BUSINESS WIRE)--Feb. 8, 2022-- Virtusa Corporation (“Virtusa”), a leading IT services provider that enables the digital transformation of Global 2000 enterprises by designing, building and implementing the end-to-end technology solutions that are essential to compete in a digital-first world, today announced the expiration of its previously announced solicitation of consents (the “Consent Solicitation”) and the receipt of the Requisite Consents (as defined below) from the holders (the “Holders”) of the 7.125% Senior Notes due 2028 (the “Notes”) issued by Virtusa and Austin HoldCo Inc., a Delaware corporation (together with Virtusa, the “Issuers”) necessary to effect the amendment (the “Amendment”) to the indenture governing the Notes (as supplemented, the “Indenture”), as described in the Issuers’ Consent Solicitation Statement dated January 31, 2022 (the “Statement”).
The Consent Solicitation expired at 5:00 PM, New York City Time, on February 8, 2022 (the “Expiration Date”). The Holders of a majority in aggregate principal amount of the outstanding Notes have validly delivered and did not revoke consents to the Proposed Amendment (the “Requisite Consents”). Accordingly, the Issuers, the guarantors party to the Indenture and the Indenture trustee will execute a supplemental indenture to the Indenture (the “Supplemental Indenture”) to effect the Amendment. The time and date on which the Supplemental Indenture is executed is hereinafter referred to as the Consent Time.
The Issuers will pay to the Holders who delivered valid and unrevoked consents to the Amendment on or prior to the Expiration Date (the “Consenting Holders”) an amount equal to $10 per $1,000 in principal amount of Notes (the “Consent Payment”) held by the Consenting Holders to the Depository Trust Company (“DTC”) for the benefit of the Consenting Holders, subject to the terms and conditions set forth in the Statement. The Issuers expect to pay, or cause to be paid, the Consent Payment on February 15, 2022 (the “Settlement Date”). No accrued interest will be paid in respect of the Consent Payment.
Although the Supplemental Indenture and the related Amendment will become effective immediately upon execution at the Consent Time, the Amendment will not be operative until the Consent Payment is paid to DTC for the benefit of the Consenting Holders on the Settlement Date.
BofA Securities is the solicitation agent in the Consent Solicitation and D.F. King & Co, Inc. has been retained to serve as the information and tabulation agent. Persons with questions regarding the Consent Solicitation should contact BofA Securities at 980-388-3646 or debt_advisory@bofa.com. Requests for the Statement should be directed to D.F. King & Co, Inc. at 212-269-5550 (Banks and Brokers), 800-431-9646 (All Others Toll Free) or by email at virtusa@dfking.com
None of the Issuers, the solicitation agent, the information and tabulation agent or the indenture trustee makes any recommendation as to whether Holders of the Notes should deliver any consents. Each Holder must make its own decision as to whether or not to deliver consents.
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or otherwise. The Consent Solicitation is being made solely through the Statement referred to above and related materials. The Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the Issuers are aware that the making of the Consent Solicitation would not be in compliance with the
laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on the Issuers’ behalf by the solicitation agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Neither the Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved or reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.
Forward-Looking Statements
This communication contains forward-looking statements. The Company generally identifies forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. The Company has based these forward-looking statements largely on its then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, those risks detailed in the Company’s most recent Annual Report. Accordingly, you should not rely upon forward-looking statements as predictions of future events. The Company cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.