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Safway Announces Proposed Offering of Senior Secured Second Lien Notes Due 2018


WAUKESHA, Wis. April 29, 2013 – Safway Group Holding LLC (“Safway”) announced today that it intends to commence an offering of $540.0 million in aggregate principal amount of senior secured second lien notes due 2018. The notes will be co-issued by Safway’s wholly-owned subsidiary, Safway Finance Corp. The notes will be guaranteed on a senior basis by Badger Holding LLC, Safway’s parent company (“Parent”), and by certain of Safway’s existing and future material domestic subsidiaries, and will be secured by a second-priority lien on substantially all of Safway’s and the guarantors’ assets, other than certain excluded assets.

Safway expects to use the net proceeds from the offering to repay in full the entire principal amount outstanding under its second lien senior secured term loan and a portion of the borrowings outstanding under its ABL credit facility, to make a distribution to Parent to enable Parent to pay a dividend to its equity holders, to pay related fees and expenses of this offering and for general corporate purposes.

The notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This notice is issued pursuant to Rule 135c of the Securities Act, and does not constitute an offer to sell the notes, nor a solicitation for an offer to purchase the notes.

Cautionary Statement on Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” or “anticipates” or similar expressions that concern the strategy, plans or intentions of Safway. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, actual results may differ materially from management’s expectations reflected in our forward-looking statements. Management undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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