ERAC Canada Finance Limited Reports on Consent Solicitation
TORONTO, April 23, 2012 /CNW/ - ERAC Canada Finance Limited (the "Issuer"), the wholly-owned Canadian finance subsidiary of Enterprise Holdings, Inc. ("Enterprise Holdings"), has partially completed its previously announced consent solicitation (the "Solicitation") to enter into a second supplemental indenture (the "Second Supplemental Indenture"), amending and supplementing 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 $250 million outstanding aggregate principal amount of the series of its debt securities listed in the table below (collectively, the "Securities").
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Description of Securities |
CUSIP/ISIN No. |
Principal Amount |
Consent Fee |
Series 06-1 5.38% Notes |
26883CAEO CA26883CAEO9 |
$150,000,000 |
$2.50 |
Series 06-2 5.70% Notes |
26883CAB6 CA26883CAB69 |
$100,000,000 |
$6.50 |
The Solicitation has been approved by the holders of record of a majority of the outstanding principal amount of the Series 06-1 5.38% Notes due February 26, 2016 (the "2016 Securities").
In consideration for the consents received from the holders of the 2016 Securities, upon the terms and subject to the conditions of the Solicitation, the Issuer will pay to Computershare Trust Company of Canada, as tabulation agent and on behalf of each holder of 2016 Securities, on April 24, 2012 the consent fee specified in the table above for each $1,000 in principal amount of 2016 Securities as to which the Issuer received a valid (and unrevoked) consent from such holder prior to the expiration of the Solicitation in respect of such securities at 5:00 p.m. Toronto time on April 23, 2012.
The Issuer has amended the Solicitation with respect to the Series 06-2 5.70% Notes due February 26, 2021 (the "2021 Securities") by extending the expiry of the Solicitation related to those securities to 5:00 p.m., Toronto time, on April 24, 2012.
In consideration for the consents from the holders of the 2021 Securities upon the terms and subject to the conditions of the Solicitation, as amended hereby, the Issuer will pay to each such holder the consent fee specified in the table above for each $1,000 in principal amount of 2021 Securities as to which the Issuer has received a valid (and unrevoked) consent from such holder prior to the expiration of the Solicitation in respect of the 2021 Securities, now being 5:00 p.m. Toronto time on April 24, 2012. The consent fees will be payable only for those consents that relate to the approval of the supplemental indenture as to which the applicable requisite consents for the 2021 Securities are delivered. Assuming receipt of the requisite consents by holders of 2021 Securities, the payment of the consent fees are anticipated to be made to holders of 2021 Securities on the third business day following the expiration of the extended Solicitation.
The Solicitation is subject to certain terms and conditions, as set forth more fully in the consent solicitation statement dated April 12, 2012, as amended by the press release of the Issuer dated April19, 2012 and this press release (as amended, the "Statement"), and related documents including the related consent form, as amended by the press release of the Issuer dated April19, 2012 and this press release (as amended, the "Consent Form"). ERAC USA Finance LLC ("ERAC USA"), an affiliate of the Issuer, separately solicited consents in the United States as part of a concurrent and substantially similar consent solicitation relating to six series of debt securities issued by ERAC USA and guaranteed by Enterprise Holdings in an aggregate principal amount of U.S. $4.13 billion. ERAC USA successfully completed its solicitation with respect to all six series of debt securities subject to the ERAC USA solicitation.
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 J.P. Morgan Securities LLC and RBC Dominion Securities Inc. to serve as the solicitation agents for the Solicitation, Georgeson, 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 (888) 605-8405, or by e-mail to [email protected]. Questions regarding the Solicitation may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect) and to RBC Dominion Securities Inc. at (416) 842-6311(collect).
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 securities, blue sky or other 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 one of the solicitation agents, or one or more registered broker-dealers under the laws of such jurisdiction.
SOURCE ERAC Canada Finance Limited
Laura Bryant, +1-314-512-4178, [email protected]
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