OVERLAND PARK, Kan., Sept. 13, 2016 /PRNewswire/ -- Lansing Trade Group, LLC and its wholly-owned subsidiary, Lansing Finance Company, Inc. (collectively, the "Company"), today announced that it has amended the terms of its previously announced offer to purchase (the "Tender Offer") any and all of their outstanding 9.25% Senior Notes due 2019 (CUSIP Nos. 51648RAA9 / U5130RAA7) (the "Notes").
Under the amended terms of the Tender Offer, (i) the Tender Offer Consideration will be increased from $920 to $970 per $1,000 principal amount of Notes validly tendered and not withdrawn, (ii) the Total Consideration, which includes the Early Tender Premium of $30.00 per $1,000 principal amount of Notes, will be increased from $950 to $1,000 for each $1,000 principal amount of Notes validly tendered and not withdrawn, (iii) the Total Consideration will be paid for all Notes that are tendered in the Tender Offer at or prior to 5:00 p.m., New York City time, on September 16, 2016 (as amended, the "Early Tender Time"), and (iv) the expiration time for the Tender Offer will be extended from 12:01 a.m., New York City time, on September 14, 2016 to 11:59 p.m., New York City time, on September 30, 2016 (as amended, the "Expiration Time").
The Company has not changed the Withdrawal Time, which was 5:00 p.m., New York City time, on August 31, 2016. Any Notes previously tendered will be eligible to receive the increased Total Consideration. All other terms and conditions to the Tender Offer remain unchanged.
Certain holders of Notes, which collectively hold approximately $76.55 million aggregate principal amount of Notes (approximately 53% of the aggregate principal amount outstanding, excluding any Notes held by the Company), have indicated in writing to the Company their intention to tender their Notes in the Tender Offer and deliver consents in respect of the Consent Solicitation. An additional $6.95 million principal amount of Notes have tendered in the Tender Offer.
As previously described by the Company, in connection with the Tender Offer, the Company is soliciting the consents of holders of the Notes to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Consent Solicitation"). The purpose of the Consent Solicitation and Proposed Amendments is to eliminate substantially all of the restrictive covenants and certain events of default provisions of the indenture. Any holder who tenders Notes pursuant to the Tender Offer must also deliver a consent to the Proposed Amendments and to the execution and delivery of a supplement to the indenture governing the Notes. Delivery of consents to the Proposed Amendments by the holders of at least a majority of the aggregate principal amount of the outstanding Notes (excluding Notes owned by the Company or any of its affiliates) is required for the adoption of the Proposed Amendments.
The obligation of the Company to purchase Notes under the Tender Offer is subject to certain conditions. If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Tender Offer or Consent Solicitation. Full details of the terms and conditions of the Tender Offer and Consent Solicitation are included in the Company's Offer to Purchase and Consent Solicitation Statement, dated August 16, 2016, which has previously been delivered to the Note holders.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Requests for documents relating to the Tender Offer may be directed to Global Bondholder Services Corporation, the Information Agent and Tender Agent, at (212) 430-3774 (for banks and brokers) or (866) 470-3700 (for all others). BofA Merrill Lynch is acting as Dealer Manager for the Tender Offer and Solicitation Agent for the Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (U.S. toll-free) or (980) 388-3846 (collect).
None of Lansing, its board of managers or board of directors, and the trustee for the Notes (or its Agents), the Information Agent, the Tender Agent, the Dealer Manager and Solicitation Agent or any of their respective affiliates makes any recommendation as to whether holders should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offer or deliver, or refrain from delivering, any consent to the Proposed Amendments pursuant to the Consent Solicitation.
About Lansing Trade Group
Lansing Trade Group, LLC is a commodity merchandising company largely focused on the movement of physical commodities including grains, feed ingredients and energy products within North America and internationally. Headquartered in Overland Park, Kansas, the Company has offices throughout North America, as well as offices in the United Kingdom and Brazil.
This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "estimate," "project," "intend," "expect," "should," "believe" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include any statements regarding the Company's strategic and operational plans. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances.
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SOURCE Lansing Trade Group, LLC