Accordingly, the Rejecting Holders sent the following letter to Global A&T’s board of directors informing that Global A&T lacks the necessary noteholder support for the proposal and of the Rejecting Holders’ formal commitment to block the proposal.
The following is the Rejecting Noteholders’ letter to the Board (excluding the terms enclosed to the Board):
September 26, 2017
The Board of Directors of Global A&T Electronics Ltd.
c/o Kirkland & Ellis LLP
26/F Gloucester Tower, the Landmark
15 Queen’s Road Central
Attention: Neil McDonald ([email protected])
Patrick J. Nash Jr. ([email protected])
Re: Global A&T Electronics Ltd. (“GATE”)
To the Board of Directors of GATE:
Reference is made to my prior letter to you dated September 18, 2017 (the “September 18 Letter”). Each term that is initially capitalized herein shall have the meaning ascribed to such term in the September 18 Letter.
Since the date of such letter, our clients have reviewed an article that appeared in Debtwire with respect to a consent solicitation that the Company intends to carry out, notwithstanding the rejection of the terms of the Proposed Transaction by approximately 40% of the holders of the Old Notes. We understand that the Company and certain of its stakeholders intend to “test the resolve” of the Dechert Noteholder Group.
I write today to inform you that the resolve of the Dechert Noteholder Group is as steadfast as ever. Members of that group holding a blocking position in the Old Notes have entered into a second coordination agreement pursuant to which they have agreed to reject, not consent to and oppose the Proposed Transaction and not support, consent to or accept a transaction other than on the terms previously conveyed to your advisors. For your convenience, those terms are attached hereto.
The decision to proceed with a consent solicitation in the face of firm resistance from approximately 40% of the holders of the Old Notes highlights the conflicts within the Company’s capital structure and suggests that the Board is doing the bidding of Affinity, given its position as a holder of new notes and equity. We continue to be surprised at the Company’s insistence on pursuing a transaction that is doomed to fail. To the extent the Board is acting to advance parochial and insider interests, it does so at its own risk. Hoping that the Dechert Noteholder Group will accede to the pressure, in the face of knowledge that such group has entered into an agreement to the contrary, is reckless and a waste of valuable Company resources, a needless distraction for the high quality management team, and puts the financial health of the business in jeopardy.
All rights of the Dechert Noteholder Group and each of its members are reserved and no admission is intended hereby.
Michael J. Sage
For Marble Ridge Capital LP:
1 (212) 521-4895
SOURCE Marble Ridge Capital LP
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