Enterprise Holdings Inc. announced that its indirect, wholly owned subsidiary, ARG Funding Corp., a special purpose Delaware corporation, has commenced a tender offer to purchase for cash any and all of its rental car asset backed notes (Notes) of specified classes specified. The terms and conditions of the tender offer are set forth in the company’s offer to purchase, dated Sept. 18, 2009 (as it may be amended or supplemented, the "Offer to Purchase"), and the related Letter of Transmittal.
The tender offer will expire at midnight, New York City time, on Oct. 16, 2009, unless extended (such date and time as it may be extended, the “Expiration Date”). Holders of Notes must validly tender and not validly withdraw their Notes on or before 5:00 p.m., New York City time, on Sept. 30, 2009, unless extended (such date and time as it may be extended, the "Early Participation Date"), in order to be eligible to receive the applicable total consideration specified in the table above. Holders of Notes who validly tender their Notes after the Early Participation Date but on or prior to the Expiration Date and whose Notes are accepted for purchase will receive the applicable tender offer consideration, which is equal to the total consideration less the early participation payment of $30 per $1,000 principal amount of Notes.
Tendered Notes may be withdrawn in accordance with the terms of the tender offer on or prior to 5:00 p.m., New York City time, on Sept. 30, 2009, unless extended, but not thereafter, except in the limited circumstances described in the Offer to Purchase.
The tender offer is subject to the satisfaction or waiver of certain conditions, including minimum tender conditions with respect to each series of the Notes. Provided that the conditions to the Tender Offer have been satisfied or waived, payment of the total consideration or the tender offer consideration, as the case may be, for Notes purchased in the tender offer shall be made on the Initial Settlement Date or the Final Settlement Date. The “Initial Settlement Date” will be promptly after the Early Participation Date. The “Final Settlement Date” will be promptly after the Expiration Date, and is currently expected to be Oct. 19, 2009. The company may extend or forego the Initial Settlement Date, in which case the settlement of Notes tendered prior to the Early Participation Date and accepted for purchase may not occur until the Final Settlement Date. In addition to the applicable total consideration or tender offer consideration, as the case may be, accrued and unpaid interest from and including the last interest payment date to, but not including, the applicable payment date, will be paid in cash on all Notes accepted for purchase in the tender offer.
Upon expiration of the tender offer, the company intends to retire all Notes that are accepted and purchased in the tender offer. Following the completion of the tender offer, assuming that the minimum tender conditions with respect to either series of Notes are satisfied, the company intends to effect an optional repurchase of all Notes of that series that remain outstanding following the tender offer. Enterprise intends to fund the tender offer with cash on hand.
Barclays Capital Inc. and J.P. Morgan Securities Inc. are acting as the dealer managers for the tender offer. The information agent and depositary for the tender offer is Global Bondholders Services Corporation. The tender offer is made only by the Offer to Purchase and the related Letter of Transmittal, and the information in this news release is qualified by reference to such documents. Persons with questions regarding the tender offer should contact Barclays Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll-free) or J.P. Morgan Securities Inc. at (212) 834-5175. Holders or beneficial owners of Notes may request copies of the Offer to Purchase and Letter of Transmittal from Global Bondholders Services Corporation at (212) 430-3774 or (866) 470-4200 (toll-free).