Opal Acquisition, Inc. Announces Exchange Offer and Consent Solicitation

JACKSONVILLE, Fla., June 26, 2017 /PRNewswire/ -- Opal Acquisition, Inc. ("One Call" or the "Company") today announced that it has commenced an offer to certain eligible holders described below to exchange all $264,059,000 of its outstanding principal amount of 8.875% Senior Notes due 2021 (the "Unsecured Notes") for newly issued 7.500% Senior Secured First Lien Notes due 2024 (the "First Lien Notes") and 10.000% Senior Secured Second Lien Notes due 2024 (the "Second Lien Notes" and, together with the First Lien Notes, the "Secured Notes"), upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated June 26, 2017 (the "Exchange Offer").

The table below summarizes the principal economic terms of the Exchange Offer.

Eligible holders that validly tender and do not validly withdraw their Unsecured Notes in the Exchange Offer prior to 5:00 p.m., New York City time, on July 10, 2017 (the "Early Tender Time") will receive $1,000 in principal amount of Secured Notes per $1,000 principal amount of Unsecured Notes, which includes an "Early Tender Payment" of $50 in principal amount of Secured Notes. For any Unsecured Notes tendered after the Early Tender Time, eligible holders will receive $950 in principal amount of Secured Notes per $1,000 principal amount of Unsecured Notes. No First Lien Notes will be issued to eligible holders who tender their Unsecured Notes after the Early Tender Time. 

The First Lien Notes will be secured by the same collateral as the Company's senior secured credit facilities and will rank pari passu with such facilities as to such collateral. The Second Lien Notes will be secured by the same collateral as the Company's senior secured credit facilities and will have a second priority as to such collateral.  All untendered Unsecured Notes will be effectively junior to the Secured Notes as to such collateral.  The collateral consists of substantially all assets of the Company and its subsidiaries that guarantee the credit facilities and the Secured Notes.

The Secured Notes to be issued in the Exchange Offer will consist of $30 million principal amount of First Lien Notes and up to $234.059 million of Second Lien Notes.  The amount of First Lien Notes issued to each tendering Eligible Holder will be based on a ratio equal to (1) $30 million and (2) the aggregate principal amount of Unsecured Notes tendered and accepted for exchange in the Exchange Offer. The portion of tendered and accepted Unsecured Notes that are not exchanged into First Lien Notes will be exchanged for Second Lien Notes.  All $30 million principal amount of First Lien Notes will be issued before any Second Lien Notes are issued in the Exchange Offer.

On June 26, 2017, the Company issued an aggregate principal amount of $345,941,000 of secured notes, consisting of $170,000,000 principal amount of 7.50% first lien notes due 2024 and $175,941,000 principal amount of 10.00% second lien notes due 2024, in exchange for an equal principal amount of Unsecured Notes in a private transaction.  The Company expects all such notes to become fungible with the Secured Notes issued in the Exchange Offer.

In conjunction with the Exchange Offer, the Company is soliciting consents (the "Consent Solicitation") to eliminate certain restrictive covenants and events of default in the indenture governing the Unsecured Notes. The Exchange Offer is conditioned upon the consummation of the Consent Solicitation.  Holders who tender their Unsecured Notes in the Exchange Offer will be deemed to have submitted consents pursuant to the Consent Solicitation.

Eligible holders that validly tender Unsecured Notes prior to the Early Tender Time will also receive accrued and unpaid interest in cash on the exchanged Unsecured Notes from the last interest payment date to, but not including, the initial Settlement Date for the Exchange Offer, which is expected to occur promptly after the Early Tender Time.  Interest on the Secured Notes will accrue from (and including) the initial Settlement Date.

The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on July 24, 2017 (unless extended). Tendered Unsecured Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on July 24, 2017, but not thereafter.

Available Documents and Other Details

Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to eligible holders of   who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A or not a "U.S. person" under Regulation S for purposes of applicable securities laws. Noteholders who desire to complete an eligibility form should either visit the website for this purpose at http://www.dfking.com/opal or request instructions by sending an e-mail to opal@dfking.com or calling D. F. King & Co., Inc., the information agent for the Exchange Offer and Consent Solicitation, at (800) 709-3328 (U.S. Toll-free) or (212) 269-5552 (Collect).

The Secured Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws and, unless so registered, the Exchange Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof.  Accordingly, the Secured Notes are being offered and issued only (i) to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii) to non-"U.S. persons" who are outside the United States (as defined in Regulation S under the Securities Act). Non U.S.-persons may also be subject to additional eligibility criteria.

The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the Exchange Offer and Consent Solicitation. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Exchange Notes.  The Exchange Offer and Consent Solicitation is only being made pursuant to the Confidential Offering Memorandum and Consent Solicitation Statement and the related letter of transmittal.  The Exchange Offer is not being made to holders of Unsecured Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

Certain information included in this press release contains statements that are forward-looking.  The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "plan," "expect," "should" and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs.  Factors that could cause such differences in future results include, but are not limited to, the risks described in the Confidential Offering Memorandum and Consent Solicitation Statement related to the Exchange Offer.

About One Call Care Management   

One Call is the nation's leading provider of specialized solutions to the workers' compensation industry. One Call has six locations across the United States with its corporate headquarters located in Jacksonville, Florida. One Call's solutions enable faster, more efficient and more cost-effective claims resolution with a focus on injured workers' needs across the continuum of care. One Call provides reliable, consistent connections to care with expertise in high-end diagnostics, physical therapy and transportation services, post-discharge home care and durable medical equipment, dental and doctor specialty services, complex care management, and the language services required for today's multicultural workforce.

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SOURCE Opal Acquisition, Inc.