SAN ANTONIO, March 28, 2024 (Globe Newswire) — Rackspace Technology® (NASDAQ: RXT) Rackspace (“Rackspace” or the “Company”), a leading provider of end-to-end hybrid, multicloud, and AI technology solutions, today announced that its indirect subsidiary, Rackspace Finance LLC (“Rackspace”) has announced early bidding results for a previously announced offer. To Eligible Holders with respect to any and all of the 3.50% senior secured notes due 2028 (the “Existing Notes”) issued by Rackspace Technology Global, Inc., its indirect subsidiary (the “New Issuer”), i) (A) exchange a portion of the Existing Secured Notes for new 3.50% FLSO Senior Secured Notes due 2028 issued by the New Issuer (the “Exchange Notes”); and (B) the Existing Secured Notes. (collectively, the “Exchange Offer”), and (ii) funds (the “Financing Offer” and together with the Exchange Offer, the “Offer”), a portion of which the New Issuer is purchasing for cancellation. The New Senior Secured Lien Forecast Loans (“New FLFOs”) “New Issuer Term Loans”) are in each case the terms and conditions of the Offering Memorandum dated March 14, 2024, as supplemented or amended from time to time. Recruitment Memorandum).
Epiq Corporate Restructuring, LLC reports that as of 5:00 p.m. New York City time on March 28, 2024 (the “Early Participation Time”), the New Issuer has received valid and unwithdrawn bids from Eligible Holders. (the “Transaction”) Agent” or “Epiq”), is the Transaction Agent and has received an aggregate principal amount of $133,271,000 of the Existing Secured Notes (or $73.1 million of the outstanding Existing Secured Notes). %). The New Issuer intends to settle the Exchange Purchase with respect to such Existing Secured Notes on April 2, 2024 (the “Early Settlement Date”).
The table below sets forth certain terms of the Exchange Offer, including the consideration that Eligible Holders will receive with respect to Existing Secured Notes tendered before and after the Early Participation Time. An Eligible Holder must validly tender (and not validly withdraw) all of such Holder's existing Secured Notes in order to participate in the Exchange Offer. Partial bids on existing secured notes will not be accepted.
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CUSIP number(1) |
Early exchange consideration for each $1,000 principal amount of existing Secured Notes tendered prior to the Early Participation Time. |
Late exchange consideration for each $1,000 principal amount of existing secured notes tendered after the early participation time. |
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With respect to the $700 principal amount of the existing secured notes. |
With respect to the $300 principal amount of the existing secured notes. |
With respect to the $670 principal amount of the Existing Secured Notes. |
With respect to the $330 principal amount of the Existing Secured Notes. |
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750098 AB1 |
$700 in exchange notes(2) |
$0.7875 in cash (the “Early Payment Amount”)(3) |
$670 Replacement Note(2) |
$0.7875 in cash (the “Deferred Payment Amount”)(3) |
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(1) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this release or printed on existing Secure Notes. CUSIP numbers are provided for your convenience only. |
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(2) Holders of Existing Secured Notes accepted for exchange pursuant to the Exchange Offer will be entitled to receive in cash the unpaid interest on the Existing Secured Notes exchanged for the Exchange Notes, except on March 12, 2024. Interest on the Exchange Notes begins March 12, 2024, with the first interest payment due August 15, 2024. |
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(3) No additional payments will be made for accrued and unpaid interest on Existing Secured Notes purchased and canceled for early or late payment amounts (together with the Early Payment Amounts, the “Payment Amounts”). yeah. |
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As of 5:00 p.m. New York City time on March 28, 2024, the right to withdraw bids on the Existing Secured Notes has expired. Accordingly, any existing secured notes tendered for exchange will not be eligible for withdrawal unless required by applicable law or if the new issuer elects to grant withdrawal rights in the future and in its sole discretion. It cannot be effectively withdrawn.
After the Early Participation Time, Eligible Holders who have tendered (and have not validly withdrawn) all of their Existing Secured Notes by the Expiration Date will have their Existing Secured Notes accepted and will receive the delayed exchange consideration described above.
Any Eligible Holder (“Participating Eligible Holder”) who validly tendered (and did not validly withdraw) all of such Holder’s Existing Secured Notes in the Exchange Offer at or before the Early Participation Time will be eligible for the New FLFO Term. It had the right to buy the loans in bulk. Each $1,000 principal amount of Existing Secured Notes tendered by Eligible Holders represents a principal amount of $102.04481. The purchase price to receive the new FLFO Term Loan is a cash payment equal to $101.02436 per $1,000 principal amount of existing secured notes tendered by such participating eligible holders, including a 1.0% original (reflects the discount) (the “Financing Amount”). Participating Eligible Holders will properly complete and submit certain Lender Documents to the Transaction Agent (as defined herein) on or before March 28, 2024 at 11:59 p.m. (New York City Time). may choose to participate in funding offers. Then, immediately after the Funding Election Time, the Fronting Lender (as defined herein) will enter into transactions with each Holder validly participating in the Funding Offer. Delivery of funds amount and settlement of new her FLFO term loan. The new FLFO term loan is currently held by the front lender. As a result, holders validly participating in the financing offer will receive a new FLFO term loan from the front lender. Eligible Holders may participate in an exchange offer without participating in a financing offer or submitting lender documentation, and a new issuer may receive a Existing secured bonds that are validly tendered (and not validly withdrawn) can be accepted. The amount of funding associated with the funding offer.
The Exchange Offer will expire at 5:00 p.m. New York City time on April 11, 2024, unless extended (the “Expiration Date”). For existing secured notes validly tendered after the Early Participation Time and before the Expiration Date that have not subsequently been validly withdrawn and accepted in the Exchange Offer, the Settlement Date is expected to occur immediately after the Expiration Date ( “Final Settlement Date”). The final settlement date is expected to be April 15, 2024 (two business days after the expiration date). Early payment dates or final payment dates are subject to change without notice.
Completion of the Exchange Offer is subject to the satisfaction or waiver of conditions set forth in the Offering Memorandum.
The Exchange Offer is only being made and the Exchange Notes are: (x) Existing Secured Notes that are reasonably believed to be “Qualified Institutional Purchasers” as defined in Rule 144A under the Securities Act of 1933; Offered and issued only to holders of. (the “Securities Act”), as amended, or (y) is not a “U.S. Person” as defined in Rule 902 under the Securities Act and pursuant to Regulation S under the Securities Act. Holders of Existing Secured Notes who are eligible to participate in the Exchange Offer pursuant to at least one of the foregoing conditions are referred to as “Eligible Holders.”
The new issuer will only make an offering to eligible holders in accordance with the terms of the offering memorandum. The full terms of the offer are set out in the offer memorandum. Neither Rackspace, New Issuer, Guarantor (as defined in the Offering Memorandum), Transaction Agent, Front Lender, or any other Person takes any position regarding whether Eligible Holders should participate in the Offering and makes no recommendations. I will not do it either. .
Only eligible holders will receive a copy of the Offering Memorandum and may participate in the Offering. The Company has retained Epiq as the transaction agent for the Offer and Jefferies Capital Services, LLC to act as the front lender (the “Front Lender”) for the Funding Offer. If a holder of existing secured notes wishes to certify that she is an eligible holder in order to be eligible to receive a copy of the offering memorandum, she must complete an eligibility letter and return it to her Epiq according to the instructions. there is. Existing Secure Note owners can fill out an eligibility letter online at https://epiqworkflow.com/cases/RackspaceEL or request a copy from tabulation@epiqglobal.com and refer to “Rackspace” below. You can get his PDF copy of the qualification letter. subject. Eligibility certificates should be returned via the online portal or a scan of both pages of the fully completed letter should be emailed to Epiq (Tabulation@epiqglobal.com) with “Rackspace” in the subject line. You can send it back. Once your response has been reviewed and approved by her Epiq, you will receive an offer memorandum via email from Epiq.
This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities or any securities in any jurisdiction in which such offer or solicitation may be made. does not constitute an offer, solicitation, or sale. or the sale would be illegal. The Exchange Offer is being made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and has not been registered with the U.S. Securities and Exchange Commission (the “SEC”). We rely on exemptions based on: State securities laws.
About rackspace technology
Rackspace Technology is a leading provider of end-to-end hybrid, multicloud, and AI solutions. We design, build, and operate your cloud environment across all major technology platforms, regardless of technology stack or deployment model. We work with you every step of your journey to the cloud, enabling you to modernize applications, build new products, and deploy innovative technologies.
Forward-looking statements
The Company has made forward-looking statements in this press release that are subject to risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are or may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safeguards provided are Created on the basis of harbor protection. Below that. These forward-looking statements include statements regarding the offer and our ability to complete the offer within the expected time period or at all. The forward-looking statements made in this press release speak only as of the date on which they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. Forward-looking statements may include forward-looking statements such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “confidence,” “continues,” “suggests,” It can be identified by various words such as “seek” and “may”. “may,” “should,” “estimate,” “predict,” “may,” “goals,” “objectives,” “objectives,” “plans,” “projects” and similar expressions. . These forward-looking statements are based on management's current beliefs and assumptions and on information currently available to management. The Company believes that these statements involve risks and uncertainties, many of which are beyond the Company's control, that may cause future events or results to differ materially from those stated or implied in this press release. Warn you of this possibility. These include the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and the Company's Annual Report on Form 10-K, Current Reports on Form 8-K, and the documents entitled “Risk Factors” and “Management's Discussion and Analysis.” As set forth in other filings with the SEC, including Sec. Described in “Summary of Financial Condition and Operating Results.”
media contact
Natalie Silva
publicrelations@rackspace.com
Investor information contact information
Sagar Hebbar
ir@rackspace.com
