LINCOLN, Neb., September 2, 2016—Nebraska Book Holdings, Inc.* (OTC Pink: NEEB) (the “Company”) today announced that it has amended the terms of its offer to exchange (the “Exchange Offer”) 2.0 percent Convertible Senior PIK Notes due 2026 (the “New Senior Notes”) for any and all outstanding 15.0 percent Senior Secured Notes due 2016 (the “Existing Notes”) and amended its Offering Memorandum dated March 18, 2016, (the “Offer to Exchange”).
Amendment No. 1 to Offer to Exchange
The Company has amended and supplemented the Company’s Offer to Exchange by issuing an Amendment No. 1 to the Offer to Exchange dated September 2, 2016. Any information contained in the Offer to Exchange that is inconsistent with information contained in Amendment No. 1 has been superseded and replaced by the information contained in Amendment No. 1. The complete terms and conditions of the Exchange Offer are described in the Company’s Offer to Exchange, as amended by Amendment No. 1 thereto, and as further amended by the Company’s press release dated April 15, 2016, the Company’s press release dated April 29, 2016, the Company’s press release dated May 31, 2016, the Company’s press release dated June 30, 2016, the Company’s press release dated July 29, 2016, the Company’s press release dated August 31, 2016, the Letter of Transmittal and the Eligibility Packet that were previously distributed to holders of the Existing Notes, and the audited consolidated financial statements of the Company as of March 31, 2015, and March 31, 2016, and for the three years ended March 31, 2016, and its unaudited financial statements as of June 30, 2016, and for the quarters ended June 30, 2015, and June 30, 2016, all of which may be obtained on the Company’s website, www.nebook.com, under the “News” and “Financial” tabs. As previously disclosed, the Exchange Offer will expire at 12:00 midnight, New York City time, on September 16, 2016.
Conditions to the Exchange Offer
The closing of the Exchange Offer is subject to customary conditions, which the Company may assert or waive. These conditions include: (1) 90.0 percent of the outstanding aggregate principal amount of the Existing Notes, excluding premium, is validly tendered and not withdrawn (only Existing Notes that have not been reacquired by the Company will be counted in determining the amount of Existing Notes outstanding for purposes of determining the satisfaction of the minimum tender condition); (2) finalizing definitive documentation for a new senior term loan with terms and conditions reasonably acceptable to the Company and MAST, as lender; (3) finalizing definitive documentation for a participation agreement with certain holders of the Existing Notes; and (4) other customary conditions described in the Company’s Offer to Exchange.
Agents for the Exchange Offer
The Company has engaged Computershare as the exchange agent and Georgeson LLC as the information agent for the Exchange Offer. Persons with questions regarding the Exchange Offer or who want to obtain additional copies of the Company’s Offering Memorandum, the Letter of Transmittal and the Eligibility Packet should contact Georgeson LLC by telephone at 1-888-206-0860 or by email at firstname.lastname@example.org.
Forward-Looking Information Is Subject to Risk and Uncertainty
This press release contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause the company’s business and results of operations to differ materially from those expressed or implied by such forward-looking statements.
Such forward-looking statements include statements that discuss management’s beliefs and assumptions and can be identified by the use of words such as “will,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue,” or the negative of such terms, or other comparable terminology. These forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
Additional information regarding forward-looking statements, as well as additional risks and uncertainties that may affect results and could cause results to differ materially from those expressed in such forward-looking statements, is contained in the Risk Factors section of the Company’s Offering Memorandum that was previously distributed to holders of the Existing Notes.
About Nebraska Book Holdings, Inc.
Nebraska Book Holdings, Inc., more commonly known as Nebraska Book Company, began in 1915 as an independent college bookstore and is now a key resources partner to over 2,000 independent college retailers nationwide. With its strategic business services and technology offerings, including localized e-commerce capabilities, back-end system access and support as well as textbook solutions, Nebraska Book Company is devoted to supporting and strengthening independent higher education retailers across the United States. For more information about Nebraska Book Company, visit www.nebook.com. The Company’s website is not part of or being incorporated into the Exchange Offer.
*Nebraska Book Holdings, Inc. common stock is not listed, traded or quoted on any U.S. stock exchange but is quoted on the OTC Pink Market under the symbol NEEB.