Layne Christensen amends 4.25%, 8% notes’ post-merger conversion terms

By Marisa Wong

Morgantown, W.Va., June 14 – Layne Christensen Co. amended its 4.25% convertible senior notes due 2018 and 8% senior secured second-lien convertible notes in connection with its acquisition by Granite Construction Inc. that closed on Thursday, according to an 8-K filing with the Securities and Exchange Commission.

Layne Christensen entered into a first supplemental indenture amending the indenture governing the 4.25% notes so that the consideration due upon conversion of any 4.25% notes will be in shares of Granite common stock instead of Layne Christensen stock. The conversion rate in effect immediately after the merger is 11.7739 shares of Granite stock per $1,000 principal amount of 4.25% notes.

Layne Christensen also entered into a first supplemental indenture amending the indenture for the 8% notes so that the consideration due upon conversion of any 8% notes will be, for each $1,000 principal amount, the number of shares of Granite stock equal to the conversion rate in effect, with cash in lieu of fractional shares. The conversion rate in effect immediately following the merger is 23.0769 shares of Granite stock per $1,000 principal amount of 8% notes.

Layne Christensen is a water management, construction and drilling company based in the Woodlands, Texas. Granite is an infrastructure contractor based in Watsonville, Calif.

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