Livingston International Inc. Announces Receipt of Requisite Consents Regarding Its Tender Offer and Consent Solicitation for Notes
TORONTO, March 19, 2013 /CNW/ – Livingston International Inc. (“Livingston“) announced today the expiration of the early participation period for
the tender offer for its $135,000,000 principal amount of 10.125%
Senior Unsecured Notes due in 2015 (the “Notes“) and the solicitation of consents to certain proposed amendments to
the indenture governing the Notes. As of 5:00 p.m., Toronto time,
March 19, 2013, which was the early participation deadline and
expiration of the consent solicitation, Livingston had received
consents to the proposed amendments from holders of approximately 97.5%
of the aggregate principal amount of the outstanding Notes (as reported
by the depositary). Accordingly, Livingston has received the requisite
consents of at least a majority of the principal amount of the Notes to
adopt the proposed amendments to the indenture. The proposed
amendments, which will eliminate or modify substantially all of the
restrictive covenants, certain of the event of default provisions and
certain other provisions in the indenture, are described in more detail
in the Offer to Purchase and Consent Solicitation Statement dated March
5, 2013 and the related Consent and Letter of Transmittal
(collectively, the “Offer Documents“). Capitalized terms used but not otherwise defined in this release
have the respective meanings ascribed to them in the Offer Documents.
Following receipt of the consents described above, Livingston, certain
of its subsidiaries and Computershare Trust Company of Canada, as
trustee, executed a supplemental indenture to the indenture governing
the Notes providing for the proposed amendments to the indenture.
Accordingly, the supplemental indenture condition to the tender offer
has been satisfied. These amendments will not become operative until
the date that Livingston accepts for purchase and pays for the Notes
that are validly tendered in the tender offer.
The obligation of Livingston to accept for payment and purchase the
Notes in the tender offer remains conditioned on, among other things,
the consummation by Livingston of new credit facilities in a principal
amount and on terms and conditions satisfactory to Livingston, in its
sole discretion, as described in more detail in the Offer Documents.
If any of the tender offer conditions are not satisfied or waived,
Livingston will not be obligated to accept for payment any Notes
tendered pursuant to the tender offer or may terminate the tender
Although the early participation period has expired, holders may still
validly tender their Notes pursuant to the tender offer prior to 5:00
p.m., Toronto time, April 4, 2013, which is the tender offer expiration
date (which may be extended by Livingston) for payment of the Offer
Consideration as described in the Offer Documents. However, holders
tendering their Notes after the expiration of the early participation
period will no longer be entitled to receive the Consent Payment of
$30.00 per $1,000 principal amount of Notes tendered. Holders who have
not yet tendered their Notes are urged to read the Offer Documents.
Livingston intends to announce its calculation of the Total
Consideration and Offer Consideration on April 2, 2013, using the
methodology described in the Offer Documents.
Notes tendered and related consents delivered prior to 5:00 p.m.,
Toronto time, March 19, 2013 may no longer be withdrawn or revoked.
RBC Dominion Securities Inc. and Morgan Stanley & Co. LLC are acting as
dealer managers for the tender offer. Questions about the tender offer
may be directed to RBC Dominion Securities Inc. at 1-877-381-2099 or
1-416-842-6311 and to Morgan Stanley & Co. LLC at 1-800-624-1808 or
1-212-761-1057. Requests for documentation should be directed to
Georgeson Shareholder Communications Canada Inc., the information agent
for the tender offer, at 1-866-656-4104 or by e-mail to firstname.lastname@example.org. Questions regarding procedures for tendering Notes should be directed
to Computershare Investor Services Inc., the depositary for the tender
offer, at 1-800-564-6253 or by e-mail to email@example.com.
This release is neither an offer to purchase nor a solicitation to sell
any Notes. The tender offer is being made solely pursuant to the Offer
Documents. The tender offer is not being made to holders of Notes in
any jurisdiction in which the tender offer would not be in compliance
with the laws of such jurisdiction. None of Livingston, the dealer
managers and solicitation agents, the depositary or the information
agent is making any recommendation regarding the tender offer.
North America’s number one company focused on customs brokerage and
trade compliance, Livingston International also offers consulting and
global trade management services as well as international freight
forwarding across North America and around the globe. Headquartered in
Toronto, Ontario, Livingston employs approximately 3,200 staff at over
125 key border points, sea ports, airports and other strategic
locations across North America as well as in Europe and Asia.
SOURCE Livingston International Inc.