Livingston International Inc. Commences Offer to Purchase and Consent Solicitation for Notes

TORONTO, March 5, 2013 /CNW/ - Livingston International Inc. ("Livingston") announces that it has commenced an offer to purchase (the "Offer") for cash any and all of Livingston's outstanding 10.125% Senior Unsecured Notes due November 9, 2015 (the "Notes") from the holders thereof (the "Holders").

In conjunction with the Offer, Livingston has commenced a consent solicitation (the "Solicitation") to amend certain provisions of the Notes and the indenture dated as of November 9, 2010, between Livingston, each of the guarantor parties thereto, and Computershare Trust Company of Canada, as trustee, with respect to the Notes (the "Indenture").  The purpose of the proposed amendments is to eliminate or modify substantially all of the restrictive covenants, certain of the event of default provisions and certain other provisions of the Indenture. If consents from Holders of at least a majority of the outstanding principal amount of the Notes are delivered, Livingston will enter into a supplemental indenture (the "Supplemental Indenture"), which will amend and supplement the Indenture.  The proposed amendments will become operative only if the Offer is completed.

The Offer will be open for acceptance until 5:00 p.m., Toronto time, on April 4, 2013 (the "Expiration Time"), unless extended by Livingston.  The Solicitation will expire at 5:00 p.m., Toronto time, on March 19, 2013 (the "Early Participation Time"), unless extended by Livingston. Livingston will make an appropriate announcement to Holders of any extension of the Expiration Time or the Early Participation Time at or prior to 9:00 a.m., Toronto time, on the next business day after the previously scheduled Expiration Time or Early Participation Time, as the case may be.

Holders who validly tender their Notes pursuant to the Offer prior to the Early Participation Time will be deemed to consent to the proposed amendments.  Holders may not consent to the proposed amendments without tendering their Notes in the Offer, and Holders may revoke their consents only by validly withdrawing the previously tendered Notes to which such consents relate prior to the Early Participation Time.

Consideration
If all of the conditions to the Offer and Solicitation are satisfied or waived, and Livingston accepts for payment the Notes which are validly tendered (and not validly withdrawn) pursuant to the Offer:

• Holders who validly tender their Notes and deliver their consent and who do not validly withdraw their Notes and revoke their consent prior to the Early Participation Time will receive the Total Consideration (as defined below) for each $1,000 principal amount of such Notes accepted for payment pursuant to the Offer. The Total Consideration includes an amount in cash equal to $30.00 for each $1,000 principal amount of Notes (the "Consent Payment").
  
  
• Holders who validly tender their Notes after the Early Participation Time and prior to the Expiration Time, and who do not validly withdraw their Notes prior to the Expiration Time, will receive the Total Consideration minus the Consent Payment (the "Offer Consideration").

In both cases, Holders will receive accrued and unpaid interest from the last interest payment date to, but not including, the date the consideration referred to above is paid (the "Payment Date").

"Total Consideration" for each $1,000 principal amount of Notes validly tendered prior to the Early Participation Time and accepted for payment pursuant to the Offer will be an amount equal to the present value on the Payment Date of $1,050.63 (the amount payable for the Notes on November 9, 2013, which is the date that the Notes may first be redeemed by Livingston at such price (the "Call Date")) 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 November 1, 2013 plus (b) 50 basis points, minus accrued and unpaid interest from the last interest payment date to, but not including, the Payment Date and rounded to the nearest cent per $1,000 principal amount of the Notes. The manner of calculation of the Total Consideration is set forth in more detail in the Offer to Purchase and Consent Solicitation Statement referred to below.

If calculated as of March 4, 2013, the Total Consideration would be $1,100.13 per $1,000 principal amount of Notes and the Offer Consideration would be $1,070.13 per $1,000 principal amount of Notes.  The actual determination of the Total Consideration will be made two business days prior to the Expiration Time and announced by a further news release.

Assuming receipt of the requisite consents to approve the proposed amendments to the Notes and the Indenture and the satisfaction or waiver of the conditions described in the Offer to Purchase and Consent Solicitation Statement (as defined below), the payment of the Total Consideration or the Offer Consideration, as the case may be, is anticipated to be made to Holders as soon as reasonably practicable and, in any event, within three business days after Livingston accepts validly tendered Notes for purchase.

Conditions
The Offer and Solicitation are subject to certain terms and conditions, as set forth more fully in the offer to purchase and consent solicitation statement dated March 5, 2013 (the "Offer to Purchase and Consent Solicitation Statement") and related consent and letter of transmittal (the "Consent and Letter of Transmittal").  These conditions include, among others, (i) the tender of Notes and delivery of accompanying consents from Holders representing at least a majority of the outstanding principal amount of the Notes and (ii) the entering into and consummation of new credit facilities on terms and conditions satisfactory to Livingston in its sole discretion and in an amount at least sufficient to repay the existing credit facilities of Livingston and to pay the Total Consideration and Offer Consideration.

Withdrawal
Notes tendered prior to the Early Participation Time may be withdrawn and related consents may be revoked at any time prior to the Early Participation Time, but not thereafter.  Holders who tender their Notes after the Early Participation Time may withdraw their Notes prior to the Expiration Time.

Certain Significant Considerations
The Offer to Purchase and Consent Solicitation Statement and Consent and Letter of Transmittal contain important information, and Holders should read them carefully before making any decision with respect to the Offer and Solicitation. The adoption of the proposed amendments may have adverse consequences for any Holder who does not validly tender Notes pursuant to the Offer.

Further Information
Livingston has retained RBC Dominion Securities Inc. and Morgan Stanley & Co. LLC to serve as the dealer managers and solicitation agents for the Offer and Solicitation, Georgeson Shareholder Communications Canada Inc. to serve as the information agent and Computershare Investor Services Inc. to serve as the depositary.

Copies of the Offer to Purchase and Consent Solicitation Statement and the Consent and Letter of Transmittal will be mailed to Holders as of February 28, 2013 and may also be obtained at no charge by contacting the information agent by telephone at 1-866-656-4104 or by e-mail to [email protected].  Copies of such documents will also be available electronically through Livingston's secure data site, Livingston International Exchange, maintained by IntraLinks. Holders who do not currently have such IntraLinks access to Livingston International Exchange are encouraged as soon as possible to contact (or have their respective broker or other similar intermediary contact) the information agent for assistance.

Questions regarding the Offer and Solicitation may be directed to RBC Dominion Securities Inc. at 1-877-381-2099 or 1-416-842-6311 and to Morgan Stanley & Co. LLC at 1-800-624-1808 or 1-212-761-1057.  Questions regarding procedures for tendering Notes and delivering consents should be directed to Computershare Investor Services Inc. at 1-800-564-6253 or by e-mail to [email protected] or to Georgeson Shareholder Communications Canada Inc. by telephone at 1-866-656-4104 or by e-mail to [email protected].

This announcement is neither an offer to purchase nor a solicitation to sell any Notes, nor is it a solicitation of consents with respect to the Notes. The Offer and Solicitation are being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal. The Offer and Solicitation is not being made to holders of Notes in any jurisdiction in which the Offer and Solicitation would not be in compliance with the laws of such jurisdiction. None of Livingston, the dealer managers and solicitation agents, the depositary or the information agent is making any recommendation in connection with the Offer and Solicitation.

Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities legislation.  Forward-looking information includes, but is not limited to, statements with respect to the Offer and the Solicitation and matters related thereto.  Often, but not always, forward-looking information can be identified by the use of forward-looking words like "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved".  Forward-looking information is based on the opinions and estimates of management of Livingston as of the date hereof and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking information.  There can be no assurance that such statements will prove to be accurate, as actual results and future events, including whether the conditions of the Offer will be met and the Offer consummated, could differ materially from those anticipated in such information.  Accordingly, readers should not place undue reliance on forward-looking information.  Livingston does not undertake to update any forward-looking information, except as may be required by applicable securities laws.  All dollar amounts referred to in this news release are in Canadian dollars.

About Livingston
North America's number one company focused on customs brokerage and trade compliance, Livingston International also offers consulting and global trade management services as well as international freight forwarding across North America and around the globe.  Headquartered in Toronto, Ontario, Livingston employs approximately 3,200 staff at over 125 key border points, sea ports, airports and other strategic locations across North America as well as in Europe and Asia.

SOURCE: Livingston International Inc.