ARC Document Solutions Announces Early Tender Offer Results and Receipt of
Required Consents With Respect to the Tender Offer and
Consent Solicitation for Its 10.5% Senior Notes Due 2016
WALNUT CREEK, CA -- (Marketwired) -- 12/17/13 -- ARC Document
Solutions, Inc. (NYSE: ARC) announced the expiration of the consent
payment deadline in connection with the previously announced cash
tender offer (the "Tender Offer") and consent solicitation (the
"Consent Solicitation") relating to its outstanding 10.5% Senior
Notes due 2016 (CUSIP No. 029263AB6) (the "Notes").
As of 5:00 p.m., New York City time, on December 16, 2013 (the
"Consent Payment Deadline"), holders representing approximately 68%
($127.5 million) in aggregate principal amount of the Notes had
validly tendered their Notes and delivered their consents (the
"Consents") to certain proposed amendments (the "Proposed
Amendments") to the indenture governing the Notes, which exceeded the
amount required for adoption of the Proposed Amendments. Based on the
receipt of the required Consents, the company and the trustee under
the indenture expect to enter into a supplemental indenture
reflecting the Proposed Amendments. The supplemental indenture will
not become operative unless and until the Tender Offer is
Consummation of the Tender Offer, including the settlement of any
Notes tendered at or prior to the Consent Payment Date, will be
subject to the satisfaction of certain conditions, among other
things, receipt of sufficient proceeds from new debt financing to
fund the Tender Offer. If any of the conditions are not satisfied,
the company is not obligated to accept for payment, purchase or pay
for, and may delay the acceptance for payment of, any tendered Notes,
and may terminate the Tender Offer. Full details of the terms and
conditions of the Tender Offer and Consent Solicitation are included
in the Offer to Purchase and Consent Solicitation Statement (the
"Statement") and the related Consent and Letter of Transmittal, each
dated December 3, 2013.
Copies of the tender offer documents can be obtained by contacting
i-Deal LLC, the Information Agent for the Tender Offer, at (888)
593-9546 (toll free).
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting
as Dealer Managers for the Tender Offer. Questions concerning the
Tender Offer may be directed to either J.P. Morgan Securities LLC at
(212) 270-3153 or Wells Fargo Securities, LLC at (866) 309-6316.
Wells Fargo Bank, National Association has been appointed to act as
the Depositary for the Tender Offer.
None of the company, including its Board of Directors, the
Information Agent, the Dealer Managers, the Depositary, the Trustee
for the Notes or any other person, has made or makes any
recommendation as to whether holders of the Notes should tender, or
refrain from tendering, all or any portion of their Notes pursuant to
the Tender Offer, and no one has been authorized to make such a
recommendation. Holders of the Notes must make their own decisions as
to whether to tender their Notes.
This press release shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities, including the Notes.
The Tender Offer is being made only pursuant to the terms of the
Statement and related materials, including the Consent and Letter of
Transmittal. Holders of the Notes should read carefully the Statement
and related materials, including the Consent and Letter of
Transmittal, because they contain important information.
About ARC Document Solutions (NYSE: ARC)
ARC Document Solutions is
a leading document solutions company serving businesses of all types,
with an emphasis on the non-residential segment of the architecture,
engineering and construction industries. The company helps customers
all over the world reduce costs and increase efficiency in the use of
their documents, improve document access and control, and offers a
wide variety of ways to print, produce, and store documents. ARC
provides its solutions onsite in more than 7,000 of its customers'
offices, offsite in service centers around the world, and digitally
in the form of proprietary software and web applications. For more
information please visit www.e-arc.com.
This press release contains
forward-looking statements that are based on current opinions,
estimates and assumptions of management regarding future events and
the future financial performance of the company. Words such as
"expected," "consider," "intended," and similar expressions identify
forward-looking statements and all statements other than statements
of historical fact, including, but not limited to, any projections
regarding earnings, revenues and financial performance of the
company, could be deemed forward-looking statements. We caution you
that such statements are only predictions and are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those contained in the forward-looking statements. In
addition to matters affecting the construction, managed print
services, document management or reprographics industries, or the
economy generally, factors that could cause actual results to differ
from expectations stated in forward-looking statements include, among
others, the factors described in the caption entitled "Risk Factors"
in ARC Document Solution's Annual Report on Form 10-K for the fiscal
year ended December 31, 2012, Quarterly Reports on Form 10-Q, and
other periodic filings and prospectuses. The company undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise,
except as required by law.
VP of Investor Relations & Corporate Communications
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