SOUTHBOROUGH, Mass.--(BUSINESS WIRE)--Jan. 31, 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 commencement of a solicitation of consents (the “Consent Solicitation”) to amend the indenture governing the 7.125% Senior Notes due 2028 (the “Notes”) (as supplemented, the “Indenture”) issued by Virtusa and Austin HoldCo Inc., a Delaware corporation (together with Virtusa, the “Issuers”).
The Consent Solicitation is being made in accordance with the terms and subject to the conditions set forth in the Issuers’ Consent Solicitation Statement dated January 31, 2022 (the “Statement”) to holders of record as of January 28, 2022 (collectively, the “Holders”). The Consent Solicitation will expire at 5:00 PM, New York City Time, on February 8, 2022, unless extended or earlier terminated by Virtusa in its sole discretion (such date and time, as the same may be extended, the “Expiration Date”).
The purpose of the proposed amendment (the “Proposed Amendment”) to the Indenture is to permit the Issuers additional restricted payment capacity of $50 million in order to facilitate Virtusa making a distribution in aggregate to its shareholders in an amount up to $748 million (the “Special Distribution”). In connection with the foregoing, Virtusa expects to consummate new debt financings in order to finance the Special Distribution and pay related fees and expenses.
If the Holders of a majority in aggregate principal amount of the outstanding Notes deliver valid and unrevoked consents to the Proposed Amendment (the “Requisite Consents”) on or prior to the Expiration Date, it is expected that the Issuers, the guarantors party to the indenture and the indenture trustee will execute a supplemental indenture to the Indenture (the “Supplemental Indenture”) effecting the Proposed Amendment (the time of the execution of the Supplemental Indenture, the “Effective Time”). Consents to the Proposed Amendment may not be revoked at any time after the Effective Time. Although the Supplemental Indenture will become effective immediately upon execution at the Effective Time, the Proposed Amendment will become operative only upon the payment of the aggregate Consent Payment (as defined below) by the Issuers to the tabulation agent on behalf of the Holders who delivered valid and unrevoked consents to the Proposed Amendment on or prior to the Expiration Date.
Subject to the terms and conditions set forth in the Statement, the Company will make the consent payment of $10 per $1,000 in principal amount of Notes (the “Consent Payment”) to each Holder who has validly delivered a consent and who has not revoked that consent in accordance with the procedures described in the Statement. Holders of Notes for which no consent is delivered will not receive the Consent Payment, even though the Proposed Amendment, if approved, will bind all Holders and their transferees upon the execution of the Supplemental Indenture at the Effective Time. Consents will expire and the Consent Payment will not be paid if the Requisite Consents have not been obtained or have been withdrawn on or before the Expiration Date, or unless all conditions to the solicitation described in the Statement are satisfied or waived, where possible. The Consent Payment is subject to customary conditions and will only be payable upon and subject to the occurrence of, among other things, the receipt of the Required Consents, in each case in accordance with the terms and conditions set forth in the Statement. If the Issuers do not consummate the debt financings described in the Statement, the Proposed Amendment will not become operative and the Issuers will not make the Consent Payment.
The Issuers reserve the right to modify the Statement and the terms and conditions of the Consent Solicitation or to terminate the Consent Solicitation at any time.
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 email@example.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 firstname.lastname@example.org
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.
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.