Livingston extends deadline of offer for 10 1/8% notes to April 12

By Marisa Wong

Madison, Wis., April 1 - Livingston International Inc. said it is extending the tender offer for its 10 1/8% senior notes due Nov. 9, 2015. The offer will now expire at 5 p.m. ET on April 12, pushed back from 5 p.m. ET on April 4.

Livingston said that as a result of the extension, pricing will be determined on April 10 instead of April 2, as previously scheduled.

According to a prior announcement, the company had received consents for C$130.1 million, or 97.5%, of its 10 1/8% notes as of 5 p.m. ET on March 19, the early participation date. The company executed a supplemental indenture upon receiving consents from holders of a majority of the notes.

The company sought to amend the notes to eliminate or modify substantially all of the restrictive covenants and some event of default provisions.

As announced, for each C$1,000 principal amount of notes tendered by the early deadline, the total consideration will be equal to the present value on the payment date of C$1,050.63 and the present value of all the interest that would be payable after, or accrue from, the last interest payment date prior to the payment date until the call date, based on the assumption that the notes will be repaid in full on the call date, in each case, determined by discounting such cash flows using a yield to the call date equal to the sum of (a) the yield to maturity on the 1.5% Government of Canada bond due Nov. 1, 2013 plus (b) 50 basis points, minus accrued interest from the last interest payment date to but excluding the payment date.

The amount of C$1,050.63 is the amount payable for the notes on the call date of Nov. 9, 2013, according to a prior company press release.

Holders who tender their notes and deliver their consent by the early participation time will receive the total payment, including C$30.00 of cash for each C$1,000 of notes.

Those who tender after the early deadline will receive the total payment less the consent payment.

The company also will pay accrued interest to but excluding the payment date. Settlement is expected to occur on or before April 17.

RBC Dominion Securities Inc. (877 381-2099 or 416 842-6311) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) are the dealer managers and solicitation agents. Georgeson Shareholder Communications Canada Inc. (866 656-4104 or askus@georgeson.com) is the information agent, and Computershare Investor Services Inc. is the depositary.

Livingston is a Toronto-based provider of consulting and trade management services and international freight forwarding. It launched the offer on March 6.

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