Quality Distribution, LLC And QD Capital Corporation Announce $225,000,000 Debt Offering
TAMPA, Fla., Oct. 26, 2010 (GLOBE NEWSWIRE) -- Quality Distribution, Inc. (Nasdaq:QLTY) (" Quality") announced today that its wholly owned subsidiaries, Quality Distribution, LLC (" QD LLC") and QD Capital Corporation (" QD Capital" and, together with QD LLC, the " Issuers") are proposing to issue up to $225,000,000 aggregate principal amount of second-priority senior secured notes due 2018 (the " Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act").
The Issuers intend to use the net proceeds from the offering to fully redeem all of the Issuers' outstanding 10% Senior Notes due 2013, 9% Senior Subordinated Notes due 2010, and Senior Floating Rate Notes due 2012, each of which may be redeemed at par, plus accrued and unpaid interest, pursuant to a satisfaction and discharge. The Issuers also intend to apply proceeds to redeem at par, plus accrued and unpaid interest, the principal amount of their 11.75% Senior Subordinated PIK Notes due 2013 sufficient to reduce the outstanding principal amount of such 11.75% Senior Subordinated PIK Notes due 2013 to $35.0 million. The balance of the proceeds, after paying fees and expenses of this note offering, would be used to pay down outstanding borrowings under the ABL Facility.
The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and, outside the United States, only to non-U.S. investors pursuant to Regulation S. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
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