The non-binding term sheet provides YRCW with new and additional capital, a substantial improvement in its liquidity position, conversion of some of its debt obligations into equity and the replacement or restructuring of certain of its debt obligations. The term sheet contemplates a very substantial dilution of existing equity holders.
The term sheet establishes a timeline to close the restructuring transaction by
The company believes that this action represents a significant step in its restructuring and will continue to work with the parties that have approved the term sheet and other required parties to complete definitive documentation and satisfy any applicable closing conditions.
Important additional information can be found in, and this news release should be read in conjunction with, the Current Report on Form 8-K to be filed today with the
IMPORTANT INFORMATION ABOUT THE POTENTIAL RESTRUCTURING
The agreement in principle, by its terms, is not intended to be legally binding nor is it a comprehensive list of all relevant terms and conditions of the potential restructuring nor has it been consented to by all the parties necessary to complete any restructuring. This news release and the description of the potential restructuring set forth herein does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any of the securities referred to herein and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offer and sale of the securities referred to herein has not been registered under the Securities Act of 1933, as amended, and, unless so registered, may not be offered or sold in
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "will," "would," "anticipate," "expect," "believe," "intend" and similar expressions are intended to identify forward-looking statements. It is important to note that any restructuring will be subject to a number of significant conditions, including, among other things, agreement on and entry into definitive agreements with the parties to any restructuring, the satisfaction or waiver of the conditions contained in such definitive agreements, the lack of any unexpected or adverse litigation ruling and agreement by a number of parties that have not consented to the term sheet referenced herein. The Company cannot provide you with any assurances that it will reach agreement on
the definitive terms of any restructuring. The Company cannot provide you with any assurances that the terms of any definitive agreements regarding a restructuring will not contain terms substantially and materially different than those contained in this news release or any description in the Current Report on Form 8-K referenced herein. The Company cannot provide you with any assurances that any restructuring can be completed out-of-court or whether the Company will be required to implement the Restructuring under the supervision of a bankruptcy court, in which event, the Company cannot provide you with any assurances that the terms of any such restructuring will not be substantially and materially different from the term sheet or any description in the Current Report on Form 8-K referenced herein or that an effort to implement an in-court restructuring would be successful. In
addition, even if a restructuring is completed, the Company's future results could differ materially from any results projected in such forward-looking statements because of a number of factors, including (among others), the effect of any restructuring, whether out-of-court or in-court, may have on the Company's customers' willingness to ship their products on the Company's transportation network, the Company's ability to generate sufficient cash flows and liquidity to fund operations, which raises substantial doubt about the Company's ability to continue as a going concern, inflation, inclement weather, price and availability of fuel, sudden changes in the cost of fuel or the index upon which the Company bases its fuel surcharge, competitor pricing activity, expense volatility, including (without limitation) expense volatility due to changes in rail service or pricing for rail service,
ability to capture cost reductions, changes in equity and debt markets, a downturn in general or regional economic activity, effects of a terrorist attack, labor relations, including (without limitation), the impact of work rules, work stoppages, strikes or other disruptions, any obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction, and the risk factors that are from time to time included in the Company's reports filed with the
Linden, Alschuler & Kaplan
Web site: www.yrcw.com
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