YRC Worldwide Inc. announced today, Dec. 16, that it has extended the expiration date for the exchange offers until 11:59 p.m. ET on Thursday, Dec. 17, unless further extended. The staff of the U.S. Securities and Exchange Commission has informed the company that the staff does not have further comments to the company’s Registration Statement on Form S-4 relating to the exchange offers or other filings with the SEC currently under review, and as a result the company expects that the SEC will declare the registration statement effective shortly.
The company says it is in constructive discussions with its stakeholders related to the exchange offers and that it is pleased with the progress it is making and will continue to work with noteholders to increase the level of support for the recapitalization, which the company commenced following several months of ongoing, active implementation of its comprehensive plan. The plan is designed to place the company on a more solid financial base with an enhanced capital structure and improved operations and cost structure, making it more competitive and well positioned to take advantage of any upturn in the economy.
The company will exchange the notes for shares of the company’s common stock and new Class A convertible preferred stock in such amounts as are set forth in the company’s Registration Statement on Form S-4, as amended, that the company originally filed with the SEC on Nov. 9, which together on an as-if converted basis, if the note holders tender all of the outstanding notes in the exchange offers, would represent about 95 percent of the company’s issued and outstanding common stock.
To validly tender their notes, the participating noteholders will be required to become party to a mutual release with the company and consent to an amendment of the terms of the notes that would remove substantially all of the material covenants other than the obligation to pay principal and interest on the notes and those relating to the conversions rights of convertible notes, and eliminate or modify the related events of default.
As of 11:59 p.m. ET on Tuesday, Dec. 15, prior to the registration statement relating to the exchange offers being declared effective by the SEC, a total of 75 percent of the aggregate principal amount of the outstanding notes had been tendered into the exchange offer. Rothschild Inc. and Moelis & Company are acting as lead dealer managers in connection with the exchange offer.
The Overland Park, Kan.-based company has been trying to get 95 percent of bondholders to swap $537 million in debt for the equivalent of 95 percent of its common shares. It bumped back a previous Dec. 8 deadline with 72 percent of bondholders agreeing to the deal. Today’s extension establishes the fourth deadline for the debt swap. The original deadline was Dec. 7, but YRC bumped it back a day to comply with SEC guidelines.