ERAC Canada Finance Limited Amends Consent Solicitation

TORONTO, April 19, 2012 /PRNewswire/ -- ERAC Canada Finance Limited (the "Issuer"), the wholly-owned Canadian finance subsidiary of Enterprise Holdings, Inc. ("Enterprise Holdings"), has amended its previously announced consent solicitation (as amended hereby, the "Solicitation") to enter into a second supplemental indenture (the "Second 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 $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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Pursuant to the amended terms of the Solicitation, the consent fees applicable to the Series 06-2 5.70% Notes due February 26, 2021 have been increased.  The applicable consent fees payable in respect of consents delivered on or prior to the Expiration Date (as defined below), are listed in the table below.

In addition to the amendment to the consent fees applicable to the Series 06-2 5.70% Notes due February 26, 2021 as noted above, the Solicitation has been amended to provide that the Interest Rate Adjustment Covenant (as defined in the Statement referenced below) will permanently apply to the terms of each of the series of Securities as to which the requisite consents are delivered and not revoked.  As initially proposed, the Interest Rate Adjustment Covenant would cease to apply to each series of Securities if all series of ERAC USA Securities (as defined in the Statement referenced below) then outstanding become rated A3 and A- (or the equivalent of either such rating, in the case of a substitute rating agency) or higher by Moody's and S&P (or, in either case, a substitute rating agency thereof), respectively (or one of these ratings if any particular series of ERAC USA Securities are then only rated by one rating agency).

The Issuer is soliciting consents from holders of record ("Holders") of each series of Securities as of 5:00 p.m., Toronto time, on April 9, 2012, to enter into the Second Supplemental Indenture.  The approval of the Second Supplemental Indenture requires the consent of Holders of not less than a majority of the outstanding principal amount of each series of Securities.

In consideration for the consents from the Holders of the Securities to the Second Supplemental Indenture, upon the terms and subject to the conditions of the Solicitation, the Issuer will pay to each Holder the applicable 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 from such Holder prior to the expiration of the Solicitation. The consent fees will be payable only for those consents that relate to the approval of the Second Supplemental Indenture as to which the applicable requisite consents for such series of Securities are delivered. Assuming receipt of the requisite consents to approve the Second Supplemental Indenture, the consent fees are anticipated to be made to Holders on the third business day following the expiration of the Solicitation.

The Solicitation will expire at 5:00 p.m., Toronto time, on April 23, 2012, unless extended by the Issuer (the "Expiration Date"). 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 Second Supplemental Indenture is executed and becomes effective. Any holder who validly revokes a consent will not be eligible to receive a consent payment, unless such consent 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 12, 2012, as amended hereby (as amended, the "Statement") and related documents, including the related consent form, as amended hereby (as amended, the "Consent Form"), including the requisite consents being obtained by ERAC USA Finance LLC ("ERAC USA") in connection with a separate and substantially similar consent solicitation relating to six series of debt securities issued by ERAC USA and guaranteed by Enterprise Holdings. The U.S. solicitation is being made pursuant to separate documentation.

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 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 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