Livingston again extends tender offer for 10 1/8% notes due 2015

By Susanna Moon

Chicago, April 11 - Livingston International Inc. said it again extended the tender offer for its 10 1/8% senior notes due Nov. 9, 2015, now set to end at 5 p.m. ET on April 17.

The offer was pushed back from April 12 and, before that, on April 4.

As a result of the extension, pricing now will be set on April 15, moved from April 10. Pricing was originally set for April 2.

Investors had tendered about C$130.1 million, or 97.5%, of the notes as of 5 p.m. ET on March 19, the early participation date, as noted before.

The company executed a supplemental indenture after 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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