Kissner Announces Receipt of Requisite Consents and Expiration of Its Consent Solicitation

CAMBRIDGE, Ontario, April 24, 2015 /PRNewswire/ -- Kissner Milling Company Limited (the "Issuer") hereby announces that, upon the terms and subject to the conditions set forth in a consent solicitation statement (the "Consent Solicitation Statement") and the accompanying consent letter (the "Consent Letter"), it received the requisite consents (the "Requisite Consents") with respect to its previously announced consent solicitation (the "Consent Solicitation") to amend certain provisions of the Indenture governing its outstanding 7.250% Senior Secured Notes due 2019 (CUSIP NOS. 49835DAA7 and C49518AA8) (the "Notes"), dated as of May 30, 2014 (the "Indenture"), among the Issuer, the guarantors party thereto (the "Guarantors"), Wells Fargo Bank, National Association, as trustee (the "Trustee") and Wells Fargo Bank, National Association, as collateral agent (the "Collateral Agent").

The Consent Solicitation expired at 5:00 p.m., New York City time, on April 24, 2015 (such time on such date, the "Expiration Date").  As of the Expiration Date, the Issuer has received the Requisite Consents required to approve certain amendments.  Such Consents and any Consents received prior to the Expiration Date may not be revoked.

The Consent Solicitation was conducted in contemplation of the proposed acquisition by Krystal Acquisition Company Inc., an entity controlled by an affiliate of Metalmark Capital Partners Cayman II, L.P., MCP II (Outbound), L.P., MCP TE II (Outbound), L.P., Metalmark Capital Partners II Co-Investment, L.P., MCP (Silo) II AIF Offshore, L.P., Metalmark Capital Partners II Executive Fund, L.P. and Silvertree-KMC II, LP (collectively, the "Investors"), of all of the outstanding ownership interests of the Issuer and of Kissner Group Inc. other than certain outstanding ownership interests being retained by certain existing investors (together with certain related transactions, the "Acquisition").

On April 24, 2015, the Issuer, the Guarantors, Trustee and the Collateral Agent entered into the first supplemental indenture to the Indenture at which time it became effective. The amendments will not become operative until the effective date of, and contemporaneously with, the consummation of the Acquisition. The Issuer expects to make payment of the Consent Fee on or about May 15, 2015 to Holders who have validly tendered their Consents and have not validly withdrawn or revoked such Consents pursuant to the terms of the Consent Solicitation Statement.

Barclays Capital Inc. acted as the exclusive Solicitation Agent and D.F. King & Co., Inc. acted as Information Agent and Tabulation Agent in connection with the Consent Solicitation.

This press release  is for informational purposes only and the Consent Solicitation was only made pursuant to the terms of the Consent Solicitation Statement and related Consent Letter. The Consent Solicitation was not made to, and Consents were not solicited from, Holders in any jurisdiction in which it is unlawful to make such Consent Solicitation or grant such Consents. 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

All capitalized terms used herein applicable to a Consent Solicitation but not defined in this press release have the meaning ascribed to them in the Consent Solicitation Statement.

About Kissner Milling Company Limited

Headquartered in Cambridge, Ontario, Kissner is a leading producer and distributor of bulk rock salt and packaged specialty deicing products across North America.  Kissner owns and operates a rock salt mine located in Detroit, Michigan, which began operations over 100 years ago and today is one of the most efficient and safest rock salt mines in North America.  With a vertically-integrated supply chain for packaged deicing products, Kissner is highly differentiated in its industry and one of the most cost-competitive producers and distributors of bulk rock salt and other packaged deicing products, across its markets.

Special Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws. All statements contained in this press release other than statements of historical fact are forward-looking statements. Forward-looking statements address activities, events or developments that we expect or anticipate will or may occur in the future, including references to future goals or intentions. These statements can be identified by the use of forward-looking terminology, including "may," "expect," "anticipate," "will" or similar words. Whether actual results and developments in the future will conform to our expectations is subject to numerous risks and uncertainties, many of which are beyond our control. Therefore, actual outcomes and results could materially differ from what is expressed or implied in these statements.

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SOURCE Kissner Milling Company Limited