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SGS extends consent date for 12% notes, meets minimum tender condition
By Susanna Moon
Chicago, Sept. 25 - SGS International Inc. said it extended the consent payment deadline to 5 p.m. ET on Sept. 27 in the cash tender offer for its $159.5 million of 12% senior subordinated notes due 2013.
As of the close of business on Sept. 24, investors had delivered consents for $107,935,000, or 67.67%, of the outstanding notes.
The minimum tender condition of the offer was met, and tendered notes may no longer be withdrawn. SGS needed to obtain the consent of the holders of at least a majority of the notes.
As a result, the company also executed the second supplemental indenture, which amends the notes and will become operative if the company accepts for purchase and pays for all the notes tendered, according to a Tuesday press release.
The offer will end as scheduled at 11:59 p.m. ET on Oct. 9. It began on Sept. 12.
Onex Corp. agreed to acquire SGS from affiliates of Court Square Capital Partners.
As previously noted, the company is soliciting consents to amend the note indenture to eliminate substantially all of the restrictive covenants and some events of default and related provisions.
The company is offering $1,005.00 per $1,000 principal amount of notes, including a $5.00 consent payment to those who tender their notes by the consent date.
SGS will also pay accrued interest.
The offer is also conditioned on the completion of the acquisition and the receipt of needed financing to fund the acquisition.
If any notes remain outstanding after the offer, SGS plans to redeem those notes.
Deutsche Bank Securities Inc. is the dealer manager and solicitation agent (212 250-7527 or call collect 855 287-1922). D.F. King & Co., Inc. is the tender agent and information agent (800 714-3313).
SGS International is a Louisville, Ky.-based provider of design-to-print graphic services to the consumer products packaging market.
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