Attention Business Editors
April 18, 2013
TORONTO, Canada – Livingston International Inc. (“Livingston“) announced today that the conditions of its previously announced tender offer for its 10.125% Senior Unsecured Notes due 2015 (the “Notes“) have been satisfied, and it has accepted for purchase all of the Notes that were validly tendered prior to the expiration of the tender offer. The terms and conditions of the tender offer were set forth 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“).
The refinancing condition of the tender offer has been satisfied by Livingston’s entry into new credit facilities. As previously disclosed, Livingston will use borrowings under the new credit facilities to, among other things, fund the consideration to be paid in respect of the tender offer.
As previously announced, approximately $133.2 million or 98.7% of the aggregate principal amount of the outstanding Notes had been validly tendered and not withdrawn prior to the expiration of the tender offer at 5:00 p.m. (Toronto time) on April 17, 2013 (the “Expiration Time“).
Holders who validly tendered their Notes prior to 5:00 p.m. (Toronto time), March 19, 2013 (the “Early Participation Time“) will receive $1,097.96 for each $1,000 principal amount of Notes validly tendered (the “Total Consideration“), which includes a consent payment of $30.00 per $1,000 principal amount of Notes validly tendered (the “Consent Payment“). Holders who validly tendered their Notes after the Early Participation Time but prior to the Expiration Time will receive $1,067.96 for each $1,000 principal amount of Notes validly tendered (the “Offer Consideration“) but will not receive the Consent Payment.
Livingston has made payment for the tendered Notes to the depositary for the tender offer today, April 18, 2013 (the “Payment Date“). In addition to the Total Consideration or the Offer Consideration payable in respect of Notes purchased in the tender offer, Livingston will pay accrued and unpaid interest from the last interest payment date to, but not including, the Payment Date. The depositary is expected to make payment to CDS Clearing & Depository Services Inc., the registered holder of the Notes, within one business day of receipt of funds from
Livingston, in accordance with its standard payment procedures.
As a result of the completion of the tender offer, the Proposed Amendments (as defined in the Offer Documents) with respect to the Notes that remain outstanding have become operative as of the Payment Date, and Livingston has cancelled the quarterly earnings call for Note holders previously scheduled for 10:00 a.m. (Toronto time) on April 19, 2013.
RBC Dominion Securities Inc. and Morgan Stanley & Co. LLC acted as dealer managers for the tender offer. The information agent for the tender offer was Georgeson Shareholder Communications Canada Inc., and the depositary for the tender offer was Computershare Investor Services Inc.
This release is neither an offer to purchase nor a solicitation to sell any Notes. The tender offer was made solely pursuant to the Offer Documents. The tender offer was not 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.
Forward-Looking Information
This release contains “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information includes, but is not limited to, statements regarding the payment of tender offer consideration and can generally be identified by the use of forward-looking words such as “believe”, “could”, “expect”, “intend”, “may”, “plan”, “will” and similar expressions. Such statements are based on the opinions and expectations of management of Livingston as of the date hereof. Livingston does not undertake to update any forward-looking information, except as may be required by applicable securities laws.
About Livingston
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.
For more information, contact:
Elliott Etheredge, Vice-President, Strategy and Finance
1-203-656-1637