Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Amay Asia Pacific Ltd./New Aap Limited SC 14D1 7 36K
2: EX-99.A.1 Exhibit (A)(1) 67 356K
11: EX-99.A.10 Exhibit (A)(10) 2 12K
12: EX-99.A.11 Exhibit (A)(11) 2± 11K
13: EX-99.A.12 Exhibit (A)(12) 3± 18K
14: EX-99.A.13 Exhibit (A)(13) 1 10K
15: EX-99.A.14 Exhibit (A)(14) 4 22K
3: EX-99.A.2 Exhibit (A)(2) 9 57K
4: EX-99.A.3 Exhibit (A)(3) 4 20K
5: EX-99.A.4 Exhibit (A)(4) 2 16K
6: EX-99.A.5 Exhibit (A)(5) 2± 12K
7: EX-99.A.6 Exhibit (A)(6) 4± 18K
8: EX-99.A.7 Exhibit (A)(7) 1 10K
9: EX-99.A.8 Exhibit (A)(8) 2 13K
10: EX-99.A.9 Exhibit (A)(9) 2 13K
16: EX-99.B.1 Exhibit (B)(1) 7 35K
17: EX-99.B.2 Exhibit (B)(2) 8 24K
18: EX-99.C.1 Exhibit (C)(1) 39 148K
19: EX-99.C.2 Exhibit (C)(2) 14 52K
20: EX-99.G Exhibit (G) 1 8K
21: EX-99.H Exhibit (H) 1 9K
EX-99.B.2 — Exhibit (B)(2)
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Exhibit (b)(2)
SUMMARY OF TERMS AND CONDITIONS
Borrowers: N.A.J. Co., Ltd., a Japanese corporation ("NAJ").
New AAP Limited, a Bermuda corporation ("NAAP").
Guarantors: ALAP Hold Co., Ltd., a Nevada limited partnership
("ALAP"). The subsidiaries of ALAP Hold Co., Ltd.
will include Amway Japan and its subsidiaries.
Apple Hold Co., L.P., a Bermuda limited
partnership ("APPLE"). The subsidiaries of Apple
Hold Co., L.P. will include Amway Asia Pacific
and its subsidiaries.
The Borrowers and the Guarantors are sometimes
referred to herein as the "AMWAY PARTIES."
Amount: US$700,000,000
Signing Date: To be determined (assume November 1999)
Availability Period: Until termination of the facility.
Maturity Date: Approximately 6 years and 1 month after signing
date (assume December 2005)
Principal Amortization: The principal amount of the loan facility will
reduce on each anniversary according to the
following schedule (assuming the entire $700mm is
borrowed):
Date Amortization Remaining Loan
---- ------------ --------------
Dec 00 US$116mm US$584mm
Dec 01 US$116mm US$468mm
Dec 02 US$116mm US$352mm
Dec 03 US$116mm US$236mm
Dec 04 US$116mm US$120mm
Dec 05 US$120mm 0
If less than $700mm is borrowed, each
amortization payment will be reduced by one-sixth
of the difference between $700mm and the
aggregate principal amount borrowed. Loans made
after the first amortization date
will be added to the balance to be amortized on
future amortization dates.
Optional Prepayment: A Borrower may, subject to 3 business days' notice,
elect to repay all or part of the non-amortized
portion of the facility. Such prepayments would be
made according to the following schedule of premium
amounts:
Prepayments Percentage
Before of Principal
------ ------------
Dec 00 107.50%
Dec 01 106.00%
Dec 02 104.50%
Dec 03 103.00%
Dec 04 102.00%
Dec 05 101.00%
Up-front Fee: 1.50% of the facility amount. To be paid at the
signing of the facility.
Interest Payments: Interest will be calculated on the outstanding
principal amount of the facility at a rate of 6-month
LIBOR + a margin of 6.35%, except that the margin
applicable to Loans borrowed more than 8 months after
the date of the facility will reflect the relevant
borrower's creditworthiness as determined by the
Agent in its discretion at the time of the borrowing.
NAJ will enter into hedging agreements with the Agent
on such terms as shall result in effectively fixing
the interest cost to NAJ and translating the payments
of principal and interest on NAJ's loans to Japanese
Yen.
Commitment Fee: A commitment fee will be payable until 8 months after
the signing date of the facility on any undrawn
amounts at a rate of 6.35%.
Withholding Tax: All payments of principal and interest will be made
free of any Withholding Tax or other deductions
(Note: Amway and J.P. Morgan will work in the
preparation of this facility to minimize the extent
of
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any such additional costs to the Borrowers).
Documentation: The facility will be governed by documentation
standard to this type of financing including:
negative pledge, cross default, pari passu, reps &
warranties.
Additional covenants: It will be an event of default if any of the
following events occur:
Maintenance of ownership:
i) The Guarantors cease to own, directly or
indirectly through the Borrowers, 100% of
Amway Japan and Amway Asia Pacific or, if
less, the amount owned after completion of the
offers
ii) "The owners" (see below) cease to own directly
or indirectly 67% of the Guarantors (The
owners are to be defined for this purpose as
the Van Andel and DeVos families and
corporations, trusts, and other entities
formed by or for the benefit of such families)
iii) The Guarantors cease to own, directly or
indirectly, 100% of the Borrowers or, after
the consummation of the merger of Amway Japan
with and into NAJ, all of the stock of NAJ not
owned by any remaining public shareholders.
Maintenance of franchise:
The subsidiaries cease to be the sole operation of
the Amway businesses in each of their respective
territories.
Maintenance of Supply:
There is any change in the terms of the goods supply
contract or other contracts between the individual
subsidiaries and Amway Corp, that (i) is
inconsistent with arms' length negotiations between
unaffiliated parties in the relevant territories and
(ii) would, in a material respect, viewing the
transaction as a whole, commercially disadvantage
the subsidiaries in respect of the supply or cost of
goods.
Maintenance of Dividends:
Any subsidiary enters an agreement that would have
the
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effect of restricting that, or any other subsidiary's,
ability to pay dividends to the Borrowers or the
Guarantors.
Maintenance of Net Worth:
(a) The Borrowers and the Guarantors fail to maintain
their combined consolidated net worth at the following
levels:
Record date Amount
----------- ------
Aug 31 '00 US$450 mm
Aug 31 '01 US$475 mm
Aug 31 '02 US$500 mm
Aug 31 '03 US$525 mm
Aug 31 '04 US$550 mm
Aug 31 '05 US$550 mm
(b) Apple shall fail to maintain its consolidated net
worth at the following levels:
Record date Amount
----------- ------
Aug 31 '00 US$160 mm
Aug 31 '01 US$165 mm
Aug 31 '02 US$170 mm
Aug 31 '03 US$180 mm
Aug 31 '04 US$190 mm
Aug 31 '05 US$200 mm
Maintenance of Interest cover:
(a) The Borrowers and the Guarantors fail to maintain
their combined consolidated interest (excluding interest
accrued on subordinated intercompany debt borrowed
by an Amway Party that is not paid or required to be
paid in cash during the relevant period) cover
(EBIT/interest) at the following levels:
Year ending Coverage
----------- --------
Aug 31 '00 2.50 times
Aug 31 '01 2.50 times
Aug 31 '02 3.00 times
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Aug 31 '03 3.50 times
Aug 31 '04 5.00 times
Aug 31 '05 7.00 times
(b) Apple shall fail to maintain its consolidated interest
(excluding interest accrued on subordinated
intercompany debt borrowed by Apple or NAAP that is
not paid or required to be paid in cash during the
relevant period) cover (EBIT/interest) at the following
levels:
Year ending Coverage
----------- --------
Aug 31 '00 1.80 times
Aug 31 '01 1.80 times
Aug 31 '02 2.50 times
Aug 31 '03 3.00 times
Aug 31 '04 4.00 times
Aug 31 '05 5.00 times
Maintenance of Cashflow coverage:
(a) The Borrowers and the Guarantors fail to maintain
their combined consolidated cash flow coverage
(EBITDA/Total Debt (excluding subordinated
intercompany debt borrowed by an Amway Party)) at
the following levels:
Year ending Coverage
----------- --------
Aug 31 '00 25%
Aug 31 '01 30%
Aug 31 '02 35%
Aug 31 '03 40%
Aug 31 '04 50%
Aug 31 '05 50%
(b) Apple shall fail to maintain its consolidated cash
flow coverage (EBITDA/Total Debt (excluding
subordinated intercompany debt borrowed by Apple or
NAAP)) at the following levels:
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Year ending Coverage
----------- --------
Aug 31 '00 20%
Aug 31 '01 25%
Aug 31 '02 30%
Aug 31 '03 35%
Aug 31 '04 40%
Aug 31 '05 50%
Limitation on Dividends: There will be a limit of the maximum amount that may
be paid by the Guarantors, on a combined basis, as
dividends (or payments of principal of intercompany
subordinated debt) each year until the facility has
been fully repaid. This will be set as follows:
Year ending Max Payment
----------- -----------
Aug 31 '00 US$0 mm
Aug 31 '01 US$40 mm
Aug 31 '02 US$45 mm
Aug 31 '03 US$50 mm
Aug 31 '04 US$50 mm
Aug 31 '05 US$50 mm
Limitation on Subsidiary There will be a strict limitation on the ability of
Indebtedness: the Guarantors' subsidiaries to raise debt except
through NAAP or the Guarantors as the holding
companies. Such limitation is to be determined but will
likely be restricted to working capital facilities
raised by local operations in an aggregate amount not
exceeding the following amounts:
Year ending Max Amount
----------- ----------
Aug 31 '00 US$100 mm
Aug 31 '01 US$150 mm
Aug 31 '02 US$175 mm
Aug 31 '03 US$250 mm
Aug 31 '04 US$300 mm
Aug 31 '05 US$350 mm
Aug 31 '06 US$350 mm
This limitation will not apply to debt borrowed by an
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Amway Party from an affiliate having terms, including
subordination, maturity and payment suspension,
satisfactory to the Agent in its discretion and, if NAJ
is the borrower, the intercompany debt is effectively
pledged to the Agent for the benefit of the Banks on
terms satisfactory to the Agent in its discretion.
Except as set forth above, NAJ and its subsidiaries
will not be permitted to incur any obligations with
respect to derivatives (except the hedging of the
facility and bona fide hedging transactions entered
into in the ordinary course of business which limit the
effect of currency fluctuations on the value of assets
acquired or liabilities incurred in the ordinary course
of business) or other off-balance sheet financing
arrangements with third parties; any such obligations
will be required to be done with and through ALAP.
In addition, ALAP will use commercially reasonable
efforts, in light of legal, tax and operational
considerations, to arrange for purchasing of goods and
services used by, and leases of facilities to be used
by, NAJ and its subsidiaries to be effected by ALAP and
then provided by ALAP to NAJ on similar terms.
Sale and leaseback Amway Japan will, at any time, be permitted to
of Amway Japan HQ: engage in a sale and leaseback of its headquarters
building, but only to the extent that either (i) such
transactions (A) do not cause a violation of any
covenant and (B) would not have caused a violation of
any such covenant if they had occurred 12 months
earlier or (ii) the Borrowers, at their option, either
(x) prepay an amount of Loans or other debt (excluding
intercompany subordinated debt) such that the tests set
forth in (i) are met and would have been met had such
Loans been so prepaid 12 months earlier or (y) place
such amount on deposit with the Agent in an escrow
account on terms satisfactory to the Agent.
The sale and leaseback will be treated as debt of Amway
Japan and will be considered as debt for purposes of
the financial covenants, whether or not it is a
capitalized lease under GAAP.
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| EX-99.B.2 | Last Page of 8 | TOC | 1st | Previous | Next | ↓Bottom | Just 8th |
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Guarantees: The Guarantors will unconditionally guaranty the
obligations of the Borrowers under the Facility, and
NAAP will unconditionally guaranty the monetary
obligations of NAJ under the facility. Such guarantees
will be on a joint and several basis. The non-monetary
obligations of the Borrowers and the Guarantors under
the Agreement will be joint and several. However, any
obligation to be performed by the Borrowers and the
Guarantors may be performed by any one of them on
behalf of all of them, and performance by one of them
shall be deemed to constitute performance by all of
them.
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