SALT LAKE CITY, Dec. 28, 2017 -- Sorenson Holdings, LLC (“Sorenson Holdings”) announced today the results of its previously announced modified “Dutch Auction” cash tender offer (the “Offer”) for up to $95.0 million principal amount (the “Maximum Face Amount”) of the outstanding Senior Unsecured PIK Toggle Notes due 2021 co-issued by Sorenson Holdings and Sorenson Finance Corp. (the “HoldCo Notes”). The tender offer expired at 5:00 p.m., New York City time, on December 27, 2017 (the “Expiration Date”).
As of the Expiration Date, holders of the HoldCo Notes had validly tendered (and not validly withdrawn) $117,681,475 aggregate principal amount of the HoldCo Notes. Based on the tenders received, the aggregate amount of HoldCo Notes validly tendered and not withdrawn prior to the Expiration Date exceeded the Maximum Face Amount. Pursuant to the terms of the Offer, the Company has selected the single lowest price (the “Clearing Price”) per $1,000 principal amount of Notes to enable the Company to purchase the principal amount of Notes equal to the Maximum Face Amount. The Clearing Price is $1,032.50 per $1,000 principal amount of Notes. Therefore, in accordance with the terms and conditions of the Offer to Purchase, dated as of November 17, 2017 (as amended by the Supplement No. 1 to the Offer to Purchase, dated December 12, 2017, the “Offer to Purchase”) and the accompanying letter of transmittal, Sorenson Holdings has accepted for purchase $95,000,000 in aggregate principal amount of HoldCo Notes validly tendered in the Offer in the following order: (i) all HoldCo Notes validly tendered (and not validly withdrawn) in the Offer at bid prices below the Clearing Price and (ii) HoldCo Notes validly tendered (and not validly withdrawn) in the Offer with bid prices at the Clearing Price on a prorated basis as described in the Offer to Purchase with a proration factor of approximately 64.508%, or approximately $645.08 principal amount of the HoldCo Notes per $1,000 principal amount of the HoldCo Notes validly tendered (and not validly withdrawn).
Each holder of the HoldCo Notes that validly tendered (and did not validly withdraw) HoldCo Notes at bid prices below the Clearing Price will be eligible to receive $1,032.50 per $1,000 principal amount of such HoldCo Notes, plus accrued and unpaid interest on such HoldCo Notes.
Each holder of the HoldCo Notes that validly tendered (and did not validly withdraw) HoldCo Notes with bid prices at the Clearing Price will be eligible to receive $1,032.50 per $1,000 principal amount of the prorated portion of such HoldCo Notes that were accepted for purchase, plus accrued and unpaid interest on such prorated portion of the HoldCo Notes. All Notes not accepted as a result of proration will be rejected from the Offer and will be returned to tendering Holders.
Sorenson Holdings has made aggregate cash payments to D.F. King & Co., Inc., as tender agent for the tender offer, and The Depository Trust Company, as applicable, on behalf of the holders of HoldCo Notes accepted for purchase in the tender offer.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell the HoldCo Notes or any other securities. The tender offer was made only through and subject to the terms and conditions set forth in the Offer to Purchase and accompanying letter of transmittal. The tender offer was not made to holders 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.
About Sorenson Communications
Sorenson Communications, LLC (www.sorenson.com) is a provider of industry-leading communications products and services for the Deaf and hard-of-hearing. The company’s offerings include SVRS®, the highest-quality video interpreting service; the ntouch® VP and the ntouch VP2 videophones, designed especially for use by Deaf individuals; ntouch PC, software that connects users to SVRS by using a PC and webcam; ntouch for Mac®, software that connects users to SVRS by using an Apple® computer; and ntouch Mobile, an application empowering SVRS communication via tablet and mobile devices.
Disclaimer
If you choose Sorenson as your default provider, you can port your existing 10-digit number to Sorenson from another provider or Sorenson can provide you with one for the geographic area where you live or work. If you later change your default provider, you can port your number to that provider. When selecting Sorenson, you must provide to Sorenson the physical address (i.e., the Registered Location) from which you are placing the call, so that Sorenson can properly route any 911 calls you may make. If you move or change your location, you must notify Sorenson immediately. You can update your Registered Location from your Sorenson videophone by calling 800-659-4810 or by visiting www.svrs.com/moving. Sorenson will confirm receipt of your Registered Location information. Emergency calls made via internet-based TRS may not function the same as traditional E911 service. For example, you may not be able to dial 911 if there is an internet-service failure or if you lose electrical power, and your 911 call may not be routed correctly if you have not updated your Registered Location. For more information on the process of obtaining 10-digit numbers and the limitations and risks associated with using Sorenson’s VRS to place a 911 call, please visit Sorenson's website: www.sorenson.com/disclaimer. For information on toll-free numbering, please visit www.svrs.com/tollfree.
Forward Looking Statements
The statements included in this news release may constitute “forward-looking statements” within the meaning of U.S. federal securities laws. In addition to the assumptions specifically mentioned in the above paragraphs, there are a number of other factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, Sorenson Holdings’ ability to consummate the tender offer on the terms described in this news release or at all, Sorenson Holdings’ substantial debt and lease obligations, Video Relay Service and IP Captioned Telephone Service rates, future regulatory actions by the Federal Communications Commission, pending patent litigation and other factors detailed in risk factors and elsewhere in the Offer to Purchase. Should one or more of these risks or uncertainties materialize or the consequences of such a development worsen, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. Sorenson disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Press Contact: D.F. King & Co., Inc., the Information Agent and Tender Agent for the tender offer at (212) 269-5552 (collect) or (800) 581-3783 (toll free)


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