Navigant receives consents to amend 4.875% convertibles' indenture

By Jennifer Chiou

New York, July 22 - Navigant International, Inc. said it accepted consents from holders of 88.2% of its 4.875% convertible subordinated debentures due 2023, according to an 8-K filing with the Securities and Exchange Commission.

The consents waive existing defaults because the company has not completed its financial statements on time and give it more time to complete the work.

The consents allow for an amendment to the debentures' indenture extending the periods for making reports. Navigant's annual compliance certificate and 10-K filing deadline for the fiscal year ended Dec. 26, 2004 is extended to Oct. 31.

The deadline for its 10-Q for the fiscal quarter ended March 27 and for the fiscal quarter ending June 26 is extended to Nov. 9.

Other amendments include a waiver of all existing defaults - Navigant did not file its 10-K for fiscal 2004 and its 10-Q for the first fiscal quarter of 2005 with the SEC on time - and an amendment to add a make-whole provision concerning adjustments for conversion upon changes of control.

Under the make-whole amendment, if a change of control occurs on or prior to Nov. 1, 2010 and at least 10% of Navigant stock is traded, the company will increase the conversion rate for the debentures by a number of additional shares.

Instead of increasing the conversion rate, if the acquirer is a public company, Navigant may adjust the rate and conversion obligation so that holders can convert their debentures into the stock of the acquiring company.

The Englewood, Colo., corporate travel management firm's consent solicitation began June 23 and ended at 11:59 p.m. ET on July 21.

The company's previous solicitation for consents to allow additional time to file financial reports expired unsuccessfully at 5 p.m. ET on June 23 following two extensions.

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