ERAC Canada Finance Company Commences Consent Solicitation

TORONTO, April 18, 2016 /CNW/ - ERAC Canada Finance Company (the "Issuer"), the wholly-owned Canadian finance subsidiary of Enterprise Holdings, Inc. ("Enterprise Holdings"), has commenced a consent solicitation (the "Solicitation") to enter into a third supplemental indenture (the "Third Supplemental Indenture"), which will amend and supplement the indenture dated as of March 1, 2001, between the Issuer, Enterprise Holdings, as guarantor, and Computershare Trust Company of Canada, as trustee, as amended and supplemented to date, with respect to $100 million outstanding aggregate principal amount of the series of its debt securities listed in the table below (the "Securities").

Description of
Securities


CUSIP/ISIN No.


Principal Amount Outstanding


Maximum Consent Fee (per $1,000 principal amount)

Series 06-2 5.70% Notes due February 26, 2021


26883CAB6
CA26883CAB69


$100,000,000


$7.00

 

The purpose of the Solicitation is to make certain changes to the covenants and events of default applicable to the Securities, as well as to add to the Securities a provision for a special mandatory redemption of the Securities in the event that a rating agency downgrades the rating of the Securities, the Guarantor or the senior unsecured debt securities of ERAC USA Finance LLC guaranteed by the Guarantor (to the extent such securities are rated) to or below the lowest level of investment grade.

The Issuer is soliciting consents from holders of record ("Holders") of the Securities as of 5:00 p.m., Toronto time, on April 12, 2016 (the "Record Time"), to enter into the Third Supplemental Indenture. The approval of the Third Supplemental Indenture requires the consent of Holders of not less than a majority of the outstanding principal amount of the Securities.

Each Holder who delivers a valid consent form, regardless of whether such Holder consents to the Third Supplemental Indenture, will be entitled to receive, upon the terms and subject to the conditions of the Solicitation, the maximum consent fee specified in the table above for each $1,000 in principal amount of Securities as to which the Issuer has received a valid (and unrevoked) consent form from such Holder prior to the expiration of the Solicitation (the "Maximum Consent Fee").  Each Holder who does not deliver a valid consent form will be entitled to receive, upon the terms and subject to the conditions of the Solicitation, a minimum fee of $4.50 for each $1,000 in principal amount of Securities held by such Holder as of the Record Time (the "Minimum Fee").

The Maximum Consent Fee or Minimum Fee, as applicable, will be payable to each applicable Holder only if the requisite consents to the Third Supplemental Indenture are delivered.  Assuming receipt of the requisite consents to approve the Third Supplemental Indenture, on the third business day following the expiration of the Solicitation: (i) the Maximum Consent Fee is anticipated to be paid to each Holder who delivers a valid (and unrevoked) consent form prior to the expiration of the Solicitation, and (ii) the Minimum Fee is anticipated to be paid to each Holder who does not deliver a valid consent form (or revokes such consent form) prior to the expiration of the Solicitation.

The Solicitation will expire at 5:00 p.m., Toronto time, on May 2, 2016, unless extended by the Issuer.  The Issuer will make an appropriate announcement to Holders of any extension of the expiration date at or prior to 9:00 a.m., Toronto time, on the next business day after the previously scheduled expiration date.  Holders may deliver their consents with respect to the Solicitation at any time on or prior to the expiration date.  Holders may revoke their consents until the earlier of the expiration date and the date that the Third Supplemental Indenture is executed and becomes effective.  Any holder who validly revokes a consent form will not be eligible to receive the Maximum Consent Fee, unless such consent form is redelivered and accepted by the Issuer prior to the expiration date.

The Solicitation is subject to certain terms and conditions, as set forth more fully in the consent solicitation statement dated April 18, 2016 (the "Statement") and related documents.

The Statement and related documents contain important information, and Holders should read them carefully before making any decision with respect to the Solicitation.

The Issuer has retained RBC Dominion Securities Inc. to serve as the solicitation agent for the Solicitation, D.F. King & Co., Inc. to serve as the information agent and Computershare Trust Company of Canada to serve as the tabulation agent.  Copies of the Statement and related documents may be obtained at no charge by contacting the information agent by telephone at 1-800-662-1603, or by e-mail to inquiries@dfking.com.  Questions regarding the Solicitation may be directed to RBC Dominion Securities Inc. at (416) 842-6311.

This announcement is not a solicitation of consents with respect to the Securities. The Solicitation is being made solely pursuant to the Statement and the related consent form. The Solicitation is not being made to holders of Securities in any jurisdiction in which the Solicitation would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the laws require solicitations to be made by a licensed broker or dealer, the Solicitation will be deemed to be made on behalf of the Issuer by the solicitation agent, or one or more registered broker-dealers under the laws of such jurisdiction.

SOURCE Enterprise Holdings



For further information: Christine Cavallini, christine.k.cavallini@ehi.com


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