Attention Business Editors
April 15, 2013
TORONTO, Canada – Livingston International Inc. (“Livingston“) announced today the pricing terms of its previously announced tender offer and consent solicitation for its $135,000,000 aggregate principal amount of 10.125% Senior Unsecured Notes due 2015 (the “Notes“), as described in the Offer to Purchase and Consent Solicitation Statement dated March 5, 2013 (the “Offer to Purchase“) and the related Consent and Letter of Transmittal (collectively, the “Offer Documents“).
Subject to the satisfaction or waiver of the conditions of the tender offer, Livingston currently expects to accept for purchase and make payment to Computershare Investor Services Inc., the depositary for the tender offer, for Notes validly tendered prior to 5:00 p.m. (Toronto time), April 17, 2013 (the “Expiration Time“) in accordance with the Offer Documents, on April 18, 2013 (the “Payment Date“).
Based on the currently expected Payment Date, 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“) when such Notes are purchased by Livingston. The Total Consideration includes a consent payment of $30.00 per $1,000 principal amount of Notes validly tendered (the “Consent Payment“).
Holders who validly tender their Notes after the Early Participation Time but prior to the Expiration Time, unless extended, will receive $1,067.96 for each $1,000 principal amount of Notes validly tendered (the “Offer Consideration“) when such Notes are purchased by Livingston. The Offer Consideration does not include the Consent Payment.
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 Total Consideration and the Offer Consideration were determined as of 12:00 p.m. (Toronto time) on April 15, 2013 using the methodology described in the Offer to Purchase, based on the Reference Yield (as described in the Offer to Purchase) of 0.996% plus a Fixed Spread (as described in the Offer to Purchase) of 50 basis points and using the currently expected Payment Date. If the Expiration Time is extended, the Total Consideration and the Offer Consideration for Notes tendered pursuant to the tender offer prior to the new Expiration Time will be redetermined on the second business day prior to the new Expiration Time.
The obligation of Livingston to accept for payment and purchase the Notes pursuant to the tender offer remains conditioned on, among other things, the satisfaction or waiver of the General Conditions (as defined in the Offer Documents) and 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 to Purchase. If any of the tender offer conditions are not satisfied or waived, Livingston will not be obligated to accept for purchase or make payment for any Notes tendered pursuant to the tender offer or may terminate the tender offer.
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.
Information regarding the pricing, procedures for tendering Notes, payment procedures and conditions to the tender offer and consent solicitation for the Notes is contained in the Offer Documents. Holders who have not yet tendered their Notes are urged to read the Offer Documents.
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 askus@georgeson.com. 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 corporateactions@computershare.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.
All dollar amounts referred to in this release are in Canadian dollars.
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 expected timing of acceptance for purchase and payment for tendered Notes, and can generally be identified by the use of forward-looking words like 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:
Georgeson Shareholder Communications Canada Inc.
1-866-656-4104