LETTER OF TRANSMITTAL
For Tender of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP: 861537 AA 2)
Issued by
STONEFIELD LOGISTICS GROUP INC. a Delaware corporation
Pursuant to the Consent Solicitation Statement dated October 6, 2023, and the Exchange Agreement dated as of December 8, 2023
Exchange Agent:
Continental Fiduciary Trust Company 100 Wall Street, 15th Floor New York, NY 10005
Attention: Corporate Trust — Stonefield Logistics Exchange
Date of Form: October 6, 2023
THE CONSENT SOLICITATION AND EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 3, 2023, UNLESS EXTENDED (THE "EXPIRATION DATE"). HOLDERS WHO WISH TO RECEIVE THE EARLY CONSENT CONSIDERATION MUST VALIDLY TENDER THEIR NOTES AND DELIVER THEIR CONSENTS PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 20, 2023 (THE "EARLY CONSENT DEADLINE").
DELIVERY INSTRUCTIONS: This Letter of Transmittal and the accompanying Notes (or a properly transmitted Agent's Message through The Depository Trust Company's ("DTC") Automated Tender Offer Program ("ATOP") system) should be delivered to the Exchange Agent at the address set forth above. Delivery of this Letter of Transmittal to any address other than the Exchange Agent will not constitute valid tender. Do not deliver this Letter of Transmittal to the Company, the Trustee (in its capacity other than as Exchange Agent), or to any other party.
The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. Holders who wish to tender their Notes must complete this Letter of Transmittal in its entirety (unless tendering through DTC's ATOP system, as described herein).
SECTION 1: DESCRIPTION OF THE OFFER AND EXCHANGE CONSIDERATION
Stonefield Logistics Group Inc., a Delaware corporation (the "Company" or "Issuer"), with Employer Identification Number ("EIN") 83-2457109, hereby offers to exchange (the "Exchange Offer") any and all of its outstanding 11.50% Senior Secured Second Lien Notes due June 15, 2025 (the "Mezzanine Notes" or "Notes"), for the exchange consideration described below. The Notes were issued under that certain Indenture dated as of December 15, 2017 (as amended, supplemented, or otherwise modified from time to time, the "Indenture"), by and between the Company and Continental Fiduciary Trust Company, as Trustee and Second Lien Collateral Agent (in such capacities, the "Trustee").
As of the date hereof, the total outstanding aggregate principal amount of the Notes is $140,000,000. In addition, accrued and unpaid payment-in-kind ("PIK") interest on the Notes through the estimated closing date of December 19, 2023, is approximately $8,100,000. As described more fully below and in the Consent Solicitation Statement, such accrued and unpaid PIK interest will be waived as part of the exchange consideration.
Exchange Consideration. In exchange for each $1,000 principal amount of Notes validly tendered and accepted for exchange by the Company, each tendering holder shall be entitled to receive:
(a) a pro rata share of Series A Preferred Equity of the Company (the "Series A Preferred Equity"), with an aggregate liquidation preference of $35,000,000 and a 10.00% PIK dividend rate, which Series A Preferred Equity shall rank senior to all common equity of the Company with respect to distributions and payments upon liquidation, dissolution, or winding up of the Company; and
(b) a pro rata share of 47.5% of the pro forma common equity of the Company (the "Common Equity" and, together with the Series A Preferred Equity, the "Exchange Consideration"), calculated after giving effect to the consummation of the Exchange Offer and the transactions contemplated by the Exchange Agreement and the Restructuring Support Agreement (each as defined below).
Based on the Company's internal financial projections and an enterprise valuation range prepared by the Company's financial advisor, the implied recovery to mezzanine holders is estimated to be approximately 40–55 cents on the dollar, depending on equity valuation assumptions. Holders should note that such implied recovery estimates are inherently uncertain and may not be indicative of the actual value of the Exchange Consideration received. No assurance can be given that the equity securities received will have any particular market value, and there is no established trading market for such securities. The Company is a privately held Delaware corporation, and the equity securities to be issued in the exchange will be subject to significant transfer restrictions as described herein.
As part of the Exchange Consideration, each tendering holder acknowledges and agrees that all accrued and unpaid PIK interest of approximately $8,100,000 on the Notes through the estimated closing date shall be waived and deemed satisfied in full upon consummation of the exchange.
The Exchange Offer is being conducted pursuant to the Consent Solicitation Statement dated October 6, 2023 (together with all supplements, amendments, and exhibits thereto, the "Consent Solicitation Statement"), and the Exchange Agreement dated as of December 8, 2023 (the "Exchange Agreement"), among the Company, Continental Fiduciary Trust Company, as Exchange Agent, and the holders signatory thereto. The Exchange Offer is being conducted in connection with the Company's consensual out-of-court restructuring (the "Restructuring"), the terms of which are set forth in the Restructuring Support Agreement dated as of June 30, 2023 (the "Restructuring Support Agreement"), among the Company, Ridgeline Capital Partners Fund III, L.P. ("Ridgeline"), and the consenting holders of the Notes.
The terms of the Exchange Offer are more fully described in the Consent Solicitation Statement, which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Consent Solicitation Statement.
SECTION 2: Box 1 — DESCRIPTION OF NOTES TENDERED
All tendering holders should complete this box 1 to indicate the Notes being tendered. If you hold Notes through DTC in book-entry form, please indicate "Book-Entry" in the Certificate Number(s) column.
*Must be in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Unless otherwise indicated in this column, the entire principal amount represented by each certificate listed above (or the entire principal amount credited to the applicable DTC account) will be deemed tendered.
Note: If the space provided above is inadequate, please list the certificate numbers and principal amounts on a separately signed schedule and attach such schedule to this Letter of Transmittal. Any such schedule shall be deemed to be a part of this Letter of Transmittal for all purposes.
Important: Unless otherwise indicated in the column headed "Principal Amount Tendered," the entire aggregate principal amount represented by each certificate or DTC position listed above will be deemed to have been tendered. If the aggregate principal amount of Notes tendered is less than the aggregate principal amount represented by the certificates or DTC positions listed, a new certificate for the un-tendered remainder will be issued and delivered (or credited to an account maintained at DTC) to the registered holder, unless Special Delivery Instructions are given in box 4 below.
SECTION 3: Box 2 — DELIVERY METHOD
CHECK ONE OF THE FOLLOWING BOXES to indicate the method of delivery of Notes:
Physical Delivery. Certificates for the Notes listed in box 1 are enclosed herewith and are being delivered to the Exchange Agent simultaneously with this Letter of Transmittal.
Book-Entry Transfer via DTC. The Notes listed in box 1 have been tendered by book-entry transfer to the Exchange Agent's account at The Depository Trust Company (DTC) (Account No. ___), and an Agent's Message has been or will be transmitted through DTC's ATOP system.
DTC Participant Name: ________
DTC Participant Number: ________
Transaction Code Number: ________
Guaranteed Delivery. The undersigned has completed and is submitting herewith a Notice of Guaranteed Delivery substantially in the form provided with the Consent Solicitation Statement (or has caused such Notice of Guaranteed Delivery to be transmitted via DTC's ATOP system), and the Notes and any other required documents will be delivered to the Exchange Agent within two (2) business days after the date hereof in accordance with the guaranteed delivery procedures set forth in the Consent Solicitation Statement.
Note: Holders who cannot deliver their Notes or confirmation of book-entry transfer to the Exchange Agent by the Expiration Date must tender their Notes according to the guaranteed delivery procedures set forth in Section 4 of the Consent Solicitation Statement. Failure to follow the guaranteed delivery procedures exactly as described may result in the tender being deemed invalid.
SECTION 4: Box 3 — CONSENT TO EXIT CONSENT AMENDMENTS
By tendering Notes pursuant to this Letter of Transmittal, the undersigned hereby irrevocably consents to the proposed amendments (the "Exit Consent Amendments") to the Indenture dated as of December 15, 2017, as more fully described in Section 7 of the Consent Solicitation Statement. The Exit Consent Amendments, if adopted, will eliminate substantially all of the restrictive covenants, events of default, and certain reporting obligations contained in the Indenture applicable to the Notes, including, without limitation:
(a) the covenants restricting the incurrence of additional indebtedness, the payment of dividends and other restricted payments, the creation of liens, the sale of assets, and transactions with affiliates;
(b) substantially all events of default (other than the event of default relating to the failure to pay principal when due);
(c) the requirement to furnish periodic reports to holders and the Trustee; and
(d) certain other protective provisions of the Indenture as described in the Consent Solicitation Statement.
The Exit Consent Amendments will be effectuated through a First Supplemental Indenture (the "Supplemental Indenture") between the Company and Continental Fiduciary Trust Company, as Trustee, substantially in the form attached as Exhibit B to the Consent Solicitation Statement. The Supplemental Indenture will become operative upon the Company's acceptance for exchange of Notes validly tendered in the Exchange Offer.
The Exit Consent Amendments require the consent of holders of at least 66⅔% in aggregate principal amount of the outstanding Notes (exclusive of Notes held by the Company or any of its affiliates). As of the date hereof, the requisite consent threshold is $93,333,334 in aggregate principal amount of Notes.
THE UNDERSIGNED UNDERSTANDS AND ACKNOWLEDGES THAT ONCE TENDERED, THE CONSENT TO THE EXIT CONSENT AMENDMENTS IS IRREVOCABLE, EVEN IF THE UNDERSIGNED'S NOTES ARE SUBSEQUENTLY WITHDRAWN DURING THE WITHDRAWAL PERIOD, IF ANY. HOLDERS SHOULD CAREFULLY CONSIDER THE CONSEQUENCES OF PROVIDING THEIR CONSENT TO THE EXIT CONSENT AMENDMENTS BEFORE TENDERING THEIR NOTES.
The adoption of the Exit Consent Amendments may have significant adverse consequences for holders who do not tender their Notes in the Exchange Offer. Following the effectiveness of the Exit Consent Amendments, the Notes that remain outstanding will be governed by the Indenture as amended by the Supplemental Indenture, which will lack substantially all of the protections previously afforded to holders. Holders who do not tender should review the discussion of the risks associated with remaining a holder of non-tendered Notes as set forth in the Consent Solicitation Statement.
The undersigned hereby consents to the Exit Consent Amendments as described in the Consent Solicitation Statement.
SECTION 5: Box 4 — SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
SPECIAL ISSUANCE INSTRUCTIONS
(Complete this section ONLY if the Series A Preferred Equity certificates and Common Equity certificates are to be issued in the name of someone other than the person(s) signing this Letter of Transmittal.)
Issue to:
Name: ________
Address: ________
________________________________________
________________________________________
Taxpayer Identification Number or Social Security Number: ________
SPECIAL DELIVERY INSTRUCTIONS
(Complete this section ONLY if the Series A Preferred Equity certificates and Common Equity certificates are to be delivered to someone other than the person(s) signing this Letter of Transmittal, or to the signer(s) at an address different from that shown in box 1.)
Deliver to:
Name: ________
Address: ________
________________________________________
________________________________________
IMPORTANT NOTE: If Special Issuance Instructions are given above, the signature(s) on this Letter of Transmittal must be guaranteed by an Eligible Institution (as defined in Instruction 8.4 below). If neither Special Issuance Instructions nor Special Delivery Instructions are given, the Exchange Consideration will be issued in the name of, and delivered to, the registered holder(s) of the Notes at the address shown in box 1 above.
SECTION 6: Box 5 — TAXPAYER IDENTIFICATION NUMBER / IRS FORM W-9
Each tendering holder that is a "United States person" (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")) must provide a correct Taxpayer Identification Number ("TIN") and certain other information by completing the Substitute IRS Form W-9 set forth in Section 10 of this Letter of Transmittal, or by providing a separately executed IRS Form W-9, to avoid backup withholding at the applicable rate (currently 24%) under Section 3406 of the Code.
If the tendering holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such holder should write "Applied For" in the space for the TIN, sign and date the Substitute Form W-9, and include the certificate of awaiting issuance as described in the instructions to the Substitute Form W-9 set forth in Section 10 below.
Taxpayer Identification Number:
Social Security Number: _ - _ - ___
— OR —
Employer Identification Number: _ - ___
Certification under penalties of perjury: By signing below, the undersigned certifies that the TIN provided above is correct, and that the undersigned is not subject to backup withholding, all as more fully set forth in the Substitute IRS Form W-9 in Section 10 below.
Non-U.S. Holders: If the tendering holder is not a "United States person" (within the meaning of Section 7701(a)(30) of the Code), such holder must NOT complete the Substitute Form W-9 and must instead submit the applicable IRS Form W-8 (W-8BEN, W-8BEN-E, W-8ECI, W-8IMY, or W-8EXP, as appropriate) in order to establish an exemption from backup withholding. Such forms are available from the Internal Revenue Service website at www.irs.gov or from the Exchange Agent upon request.
For reference: The Company's EIN is 83-2457109.
SECTION 7: TENDERING HOLDER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS
By executing and delivering this Letter of Transmittal (or, in the case of a book-entry transfer, by causing an Agent's Message to be transmitted through DTC's ATOP system in lieu hereof), the undersigned represents, warrants, covenants, and agrees as follows:
1. Power and Authority. The undersigned has full power and authority to tender, sell, assign, and transfer the Notes described in box 1 of this Letter of Transmittal and to consent to the Exit Consent Amendments. If the undersigned is acting in a fiduciary or representative capacity, the undersigned has full power and authority to tender, sell, assign, and transfer the Notes on behalf of the person(s) or entity for whom or which the undersigned is acting.
2. Title. The Notes tendered hereby are owned by the undersigned free and clear of all liens, charges, claims, encumbrances, interests, restrictions, and adverse claims of any kind whatsoever, other than those arising under the Indenture or applicable securities laws. When accepted for exchange by the Company, such Notes will be free and clear of all such liens, charges, claims, encumbrances, interests, restrictions, and adverse claims.
3. Good Title upon Acceptance. Upon acceptance by the Company for exchange, the Company will acquire good, valid, and unencumbered title to the Notes tendered, free and clear of all liens, charges, claims, encumbrances, interests, and restrictions of every kind.
4. Further Assurances. The undersigned will, upon request by the Company or the Exchange Agent, execute and deliver any additional documents, instruments, or agreements deemed by the Company or the Exchange Agent to be necessary or desirable to complete and give effect to the transactions contemplated by this Letter of Transmittal, the Consent Solicitation Statement, and the Exchange Agreement.
5. Receipt and Review. The undersigned has received and reviewed the Consent Solicitation Statement dated October 6, 2023, and this Letter of Transmittal, including all exhibits and annexes thereto, and agrees to be bound by the terms and conditions set forth therein and herein, as they may be amended, supplemented, or modified from time to time.
6. Securities Law Acknowledgment. The undersigned acknowledges that the Exchange Consideration consists of Series A Preferred Equity and Common Equity of the Company, a privately held Delaware corporation, and that such securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities or "blue sky" laws. The undersigned further acknowledges that such securities are subject to restrictions on transfer as set forth in (i) the Exchange Agreement, (ii) the Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement") to be entered into among the Company, Ridgeline Capital Partners Fund III, L.P., and the mezzanine equitization recipients, substantially in the form attached as Exhibit D to the Consent Solicitation Statement, and (iii) applicable securities laws. The undersigned agrees to be bound by the terms of the Stockholders' Agreement and the certificates of designation governing the Series A Preferred Equity, in each case, upon consummation of the Exchange Offer. The undersigned acknowledges that there is no established public trading market for the equity securities to be issued in the exchange, and no assurance can be given that any such market will develop.
7. Waiver of Accrued Interest. The undersigned acknowledges and agrees that all accrued and unpaid PIK interest of approximately $8,100,000 on the Notes as of the estimated closing date of December 19, 2023 is being waived, released, and deemed satisfied in full as part of the Exchange Consideration, and that the undersigned shall have no further right, claim, or entitlement with respect to such accrued and unpaid PIK interest following consummation of the exchange.
8. Irrevocable Consent to Exit Consent Amendments. The undersigned irrevocably consents to the Exit Consent Amendments described herein and in the Consent Solicitation Statement. The undersigned acknowledges and agrees that such consent, once given, is irrevocable and may not be revoked or withdrawn under any circumstances, including upon any withdrawal of tendered Notes during the withdrawal period (if any).
9. Restructuring Acknowledgment. The undersigned acknowledges that the exchange is part of the Company's consensual out-of-court restructuring, and that consummation of the exchange is contingent upon the satisfaction (or waiver by the applicable parties) of the conditions precedent set forth in the Exchange Agreement and the Restructuring Support Agreement dated as of June 30, 2023, among the Company, Ridgeline, and the consenting holders of the Notes, including, without limitation, the receipt of all required regulatory approvals and third-party consents, the execution and delivery of definitive documentation, and the satisfaction of minimum participation thresholds.
10. Irrevocability of Tender. The tender of Notes pursuant to this Letter of Transmittal is irrevocable, subject only to the limited withdrawal rights described in Section 6 of the Consent Solicitation Statement. The undersigned acknowledges that, except as specifically set forth in the Consent Solicitation Statement, the undersigned may not withdraw or revoke the tender of Notes or the consent to the Exit Consent Amendments once this Letter of Transmittal has been delivered to the Exchange Agent.
The foregoing representations, warranties, covenants, and agreements shall survive the acceptance of the Notes for exchange and the consummation of the transactions contemplated by this Letter of Transmittal, the Exchange Agreement, and the Consent Solicitation Statement.
SECTION 8: INSTRUCTIONS TO THE LETTER OF TRANSMITTAL
The following instructions should be read carefully. Failure to comply with these instructions may result in the tender of Notes not being accepted for exchange.
8.1 Delivery of this Letter of Transmittal
This Letter of Transmittal, together with the certificates representing the Notes being tendered (or a confirmation of book-entry transfer into the Exchange Agent's account at DTC, including a properly transmitted Agent's Message), and all other required documents (including, without limitation, a properly completed Substitute IRS Form W-9 or applicable IRS Form W-8, and any required signature guarantees), must be received by the Exchange Agent at its address set forth below prior to the Expiration Date (5:00 p.m., New York City time, on November 3, 2023, unless extended by the Company).
Exchange Agent Address for Delivery:
By Registered or Certified Mail: Continental Fiduciary Trust Company 100 Wall Street, 15th Floor New York, NY 10005
Attention: Corporate Trust — Stonefield Logistics Exchange
By Hand or Overnight Courier: Continental Fiduciary Trust Company 100 Wall Street, 15th Floor New York, NY 10005
Attention: Corporate Trust — Stonefield Logistics Exchange
Telephone: (212) 509-4100 (ext. 7732)
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR NOTES, AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery to the Exchange Agent prior to the Expiration Date. Delivery will be deemed made only when actually received by the Exchange Agent.
DO NOT SEND THIS LETTER OF TRANSMITTAL TO THE COMPANY, THE TRUSTEE (IN ITS CAPACITY OTHER THAN AS EXCHANGE AGENT), OR ANY OTHER PARTY. Any Letter of Transmittal delivered to the Company, the Trustee (in its non-Exchange-Agent capacity), or any other party will not be forwarded to the Exchange Agent and will not constitute valid tender.
8.2 Book-Entry Transfer (DTC)
The Exchange Agent has established, or will establish promptly after the date hereof, an account with respect to the Notes at DTC for purposes of the Exchange Offer. Any financial institution that is a participant in DTC's system may tender Notes by (i) causing DTC to transfer such Notes into the Exchange Agent's account at DTC in accordance with DTC's procedures for such transfer, and (ii) causing DTC to transmit an Agent's Message to the Exchange Agent on behalf of such participant.
The term "Agent's Message" means a message transmitted by DTC to, and received by, the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Notes that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that the Company may enforce such agreement against the participant.
Holders who tender Notes through DTC's ATOP system need not complete, execute, or deliver this Letter of Transmittal, but will be bound by its terms through the Agent's Message. Notwithstanding the foregoing, delivery of an Agent's Message by DTC will satisfy the terms of this Letter of Transmittal only if such Agent's Message is received by the Exchange Agent prior to the Expiration Date. All references herein to this Letter of Transmittal shall be deemed to include, where applicable, a reference to an Agent's Message transmitted through DTC's ATOP system.
8.3 Guaranteed Delivery Procedures
If a holder wishes to tender Notes in the Exchange Offer but (i) the certificates for such Notes are not immediately available, (ii) the holder cannot deliver the certificates, this Letter of Transmittal, or any other required documents to the Exchange Agent prior to the Expiration Date, or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date, such holder may nevertheless tender its Notes in the Exchange Offer by using the guaranteed delivery procedures described in the Consent Solicitation Statement, provided that all of the following conditions are satisfied:
(a) the tender is made through or by an Eligible Institution (as defined in Instruction 8.4 below);
(b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided with the Consent Solicitation Statement, or an Agent's Message transmitted through DTC's ATOP system with respect to guaranteed delivery, is received by the Exchange Agent prior to the Expiration Date; and
(c) the certificates for the tendered Notes (or a confirmation of book-entry transfer of such Notes into the Exchange Agent's account at DTC), together with this Letter of Transmittal (or a properly transmitted Agent's Message) and all other required documents, are received by the Exchange Agent within two (2) business days after the date of execution of such Notice of Guaranteed Delivery.
Any holder who wishes to tender Notes pursuant to the guaranteed delivery procedures must ensure strict compliance with the requirements set forth above and in the Consent Solicitation Statement. Failure to satisfy all such requirements may result in the tender being deemed invalid.
8.4 Signature Requirements
(a) General Rule. If this Letter of Transmittal is signed by the registered holder(s) of the Notes being tendered, and such registered holder(s) have not completed the Special Issuance Instructions or the Special Delivery Instructions in box 4 of this Letter of Transmittal, then no signature guarantee is required. The signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) for the Notes, without alteration, enlargement, or any change whatsoever.
(b) Signature Guarantee Required. If any of the following circumstances apply, the signature(s) on this Letter of Transmittal must be guaranteed by an Eligible Institution:
(i) this Letter of Transmittal is signed by a person other than the registered holder(s) of the Notes listed in box 1;
(ii) the Exchange Consideration (the Series A Preferred Equity certificates and/or Common Equity certificates) is to be issued in the name of a person other than the registered holder(s);
(iii) the Exchange Consideration is to be delivered to an address other than the address of the registered holder(s) as shown in box 1; or
(iv) Special Issuance Instructions in box 4 are completed.
(c) Definition of Eligible Institution. The term "Eligible Institution" means a financial institution (including most commercial banks, savings banks, savings and loan associations, credit unions, and brokerage houses) that is a participant in good standing in a recognized Medallion Signature Guarantee Program, which includes the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchanges Medallion Program ("SEMP"), and the New York Stock Exchange Medallion Signature Program ("MSP"). A notary public is NOT an Eligible Institution.
8.5 Partial Tenders
If fewer than all of the Notes evidenced by any certificate delivered to the Exchange Agent are to be tendered, the holder must fill in the aggregate principal amount to be tendered in the column labeled "Principal Amount Tendered" in the table set forth in box 1 above. In such case, a new certificate for the un-tendered remainder of the Notes represented by the old certificate will be issued and sent (or credited by book-entry transfer to an account maintained at DTC) to the registered holder as soon as practicable following the Expiration Date, unless Special Delivery Instructions are given in box 4.
All Notes tendered must be in a minimum denomination of $1,000 principal amount, and any amount tendered in excess of $1,000 must be in integral multiples of $1,000. No alternative, conditional, or contingent tenders will be accepted.
8.6 Withdrawal Rights
Notes tendered pursuant to this Letter of Transmittal may be withdrawn at any time prior to the Expiration Date (5:00 p.m., New York City time, on November 3, 2023, unless extended). To be effective, a written notice of withdrawal must be received by the Exchange Agent at its address set forth above before the Expiration Date. Any such notice of withdrawal must (i) specify the name of the holder who tendered the Notes to be withdrawn, (ii) contain the certificate number(s) of the Notes to be withdrawn (or, in the case of Notes tendered by book-entry transfer, the name and number of the account at DTC from which such Notes were tendered), (iii) contain a statement that the holder is withdrawing its election to have such Notes exchanged, and (iv) be signed by the holder of the Notes in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the withdrawn Notes to the tendering holder promptly after receipt of a valid notice of withdrawal.
IMPORTANT: WITHDRAWAL OF TENDERED NOTES DOES NOT AND WILL NOT REVOKE THE CONSENT TO THE EXIT CONSENT AMENDMENTS, WHICH IS IRREVOCABLE UPON TENDER REGARDLESS OF WHETHER THE NOTES ARE SUBSEQUENTLY WITHDRAWN. Holders should carefully consider this consequence before tendering their Notes.
For a full description of the withdrawal procedures, see Section 6 of the Consent Solicitation Statement.
8.7 Irregularities. The Company reserves the right, in its sole and absolute discretion, to waive any defect or irregularity in the tender of any Notes pursuant to this Letter of Transmittal or the Consent Solicitation Statement. The Company also reserves the right to reject any or all tenders that are not in proper form or the acceptance of which, in the opinion of the Company's counsel, would be unlawful. The Company's interpretation of the terms and conditions of the Exchange Offer, including, without limitation, the terms and conditions of this Letter of Transmittal and the instructions hereto, shall be final and binding on all parties.
Neither the Company, the Exchange Agent, the Trustee, nor any other person shall be under any duty to give notification of any defects or irregularities in any tender, nor shall any of them incur any liability for failure to give any such notification. A tender will not be deemed to have been made until all defects and irregularities have been cured or waived by the Company. Any Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder, unless otherwise provided by law, as soon as practicable following the Expiration Date or the earlier termination or withdrawal of the Exchange Offer.
8.8 Transfer Taxes
The tendering holder will be responsible for any and all transfer taxes, stamp duties, or other similar governmental charges applicable to the exchange of Notes for the Exchange Consideration. If the Series A Preferred Equity certificates and/or Common Equity certificates are to be issued in the name of a person other than the registered holder of the Notes tendered, or if tendered Notes are registered in the name of a person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or on any other person) required to be paid will be borne by the tendering holder. If satisfactory evidence of payment of such taxes, or of exemption therefrom, is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to the tendering holder or may be deducted from the Exchange Consideration otherwise deliverable to such holder.
8.9 Requests for Assistance or Additional Copies
Questions and requests for assistance in completing this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number set forth in Instruction 8.1 above. Additional copies of this Letter of Transmittal, the Consent Solicitation Statement, the Notice of Guaranteed Delivery, and other related documents may be obtained from the Exchange Agent upon request.
SECTION 9: SIGNATURE PAGE(S)
This Letter of Transmittal must be signed by the registered holder(s) of the Notes exactly as their name(s) appear on the certificate(s) for the Notes, or by person(s) authorized to sign on behalf of the registered holder(s). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation, or other person acting in a fiduciary or representative capacity, please set forth full title and provide evidence of authority to act in such capacity.
TENDERING HOLDER SIGNATURE(S):
Signature(s): ________
________________________________________
Name(s) (please print): ________
________________________________________
Address(es): ________
________________________________________
________________________________________
Telephone Number: ________
Date: ________
Capacity (if signing in a fiduciary or representative capacity): ________
Tax Identification Number: ________
SIGNATURE GUARANTEE (If required — see Instruction 8.4)
Name of Eligible Institution: ________
Address: ________
________________________________________
Authorized Signature: ________
Title: ________
Date: ________
Medallion Stamp:
[AFFIX MEDALLION GUARANTEE STAMP ABOVE]
SECTION 10: SUBSTITUTE IRS FORM W-9
SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number and Certification
This Substitute Form W-9 is provided in accordance with the requirements of U.S. federal income tax law. Each tendering holder that is a "United States person" (as defined in Section 7701(a)(30) of the Code) is required to provide the Exchange Agent with a correct Taxpayer Identification Number ("TIN"), which, in the case of a holder who is an individual, is generally such individual's Social Security Number, and, in the case of other holders, is generally the Employer Identification Number. Failure to provide a correct TIN, or failure to provide the certifications required below, may result in the imposition of backup withholding at the rate of 24% on any payments made to the holder pursuant to the Exchange Offer.
PART I — TAXPAYER IDENTIFICATION NUMBER
Please provide your TIN in the appropriate space below:
Social Security Number: _ - _ - ___
— OR —
Employer Identification Number: _ - ___
PART II — CERTIFICATION
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (as defined in the instructions to IRS Form W-9).
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Signature: ________
Date: ________
Name (printed): ________
NOTE: If you are a non-U.S. person (i.e., you are not a "United States person" as defined in Section 7701(a)(30) of the Code), do not complete this Substitute Form W-9. Instead, submit the appropriate IRS Form W-8 (W-8BEN for individuals, W-8BEN-E for entities, W-8ECI for income effectively connected with a U.S. trade or business, W-8IMY for intermediaries, or W-8EXP for foreign governments and certain other foreign organizations, as applicable) to the Exchange Agent in order to establish an exemption from U.S. federal backup withholding. Such forms may be obtained from the IRS website at www.irs.gov or from the Exchange Agent upon request. Failure to provide the appropriate IRS Form W-8 may result in the imposition of backup withholding at the rate of 24% on payments made to you pursuant to the Exchange Offer.
SECTION 11: IMPORTANT TAX AND LEGAL NOTICES
TAX NOTICE
The exchange of Notes for Series A Preferred Equity and Common Equity may be a taxable transaction for U.S. federal income tax purposes. The tax treatment of the exchange will depend on, among other things, (a) whether the exchange qualifies as a "recapitalization" within the meaning of Section 368(a)(1)(E) of the Code or as a tax-free exchange under another provision of the Code, (b) the fair market value of the Series A Preferred Equity and Common Equity received in the exchange relative to the adjusted tax basis of the Notes surrendered, (c) whether the Notes constitute "securities" for purposes of Section 354 of the Code, and (d) whether the holder is a U.S. person or a non-U.S. person. The determination of the U.S. federal income tax consequences of the exchange is complex and may vary depending on the specific facts and circumstances of each holder. Holders are strongly urged to consult their own tax advisors regarding the specific tax consequences of the exchange, including the application of U.S. federal, state, local, and foreign tax laws and the effect of any pending or proposed changes in applicable tax law or regulations. Neither the Company nor the Exchange Agent makes any representation or warranty regarding the tax consequences of the exchange to any holder.
SECURITIES LAW NOTICE
The Series A Preferred Equity and Common Equity to be issued in the exchange have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities or "blue sky" laws. The equity securities are being issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. Accordingly, such securities may not be offered, sold, pledged, hypothecated, or otherwise transferred except (a) pursuant to an effective registration statement under the Securities Act, (b) pursuant to an applicable exemption from the registration requirements of the Securities Act (including, without limitation, Rule 144 or Rule 144A thereunder, if available), or (c) in a transaction not subject to the registration requirements of the Securities Act. Holders will be required to bear the economic risk of their investment in the equity securities for an indefinite period of time. The certificates representing the Series A Preferred Equity and Common Equity will bear a restrictive legend to the foregoing effect. In addition, transfers of the equity securities will be subject to the transfer restrictions set forth in the Stockholders' Agreement.
NO RECOMMENDATION
Neither the Company, the Exchange Agent, the Trustee, Calderwood & Harkness LLP (the Company's restructuring counsel), Ridgeline Capital Partners Fund III, L.P., nor any of their respective directors, officers, employees, affiliates, agents, or advisors makes any recommendation as to whether holders should tender their Notes in the Exchange Offer or consent to the Exit Consent Amendments. Each holder must make its own decision whether to tender its Notes and consent to the Exit Consent Amendments based upon its own assessment of its financial position, tax situation, and investment objectives, and is urged to consult its own legal, tax, financial, and other advisors before making any decision with respect to the Exchange Offer.
EXCHANGE AGENT CONTACT INFORMATION
All deliveries of this Letter of Transmittal and related documents, and all inquiries regarding the Exchange Offer, should be directed to:
Continental Fiduciary Trust Company as Exchange Agent
100 Wall Street, 15th Floor New York, NY 10005
Attention: Corporate Trust — Stonefield Logistics Exchange
Telephone: (212) 509-4100 (ext. 7732)
Questions and requests for additional copies of the Consent Solicitation Statement, this Letter of Transmittal, the Notice of Guaranteed Delivery, or other related documents may be directed to the Exchange Agent at the address and telephone number set forth above. The Exchange Agent's office hours are 9:00 a.m. to 5:00 p.m., New York City time, Monday through Friday (excluding federal holidays).
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN THE EXCHANGE OR DETERMINED IF THIS LETTER OF TRANSMITTAL OR THE CONSENT SOLICITATION STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Name(s) and Address(es) of Registered Holder(s) (as shown on the Notes or DTC security position listing)