ST. LOUIS, April 19, 2012 /PRNewswire/ -- ERAC USA Finance LLC (the "Issuer"), the wholly-owned U.S. finance subsidiary of Enterprise Holdings, Inc. ("Enterprise Holdings"), has amended its previously announced consent solicitation (as amended hereby, the "Solicitation") to enter into a seventeenth supplemental indenture (the "Seventeenth Supplemental Indenture"), which will supplement the indenture dated as of December 1, 1994, between the Issuer, Enterprise Holdings, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, with respect to $4.13 billion outstanding aggregate principal amount of its debt securities of the series listed in the table below (the "Securities").
Pursuant to the amended terms of the Solicitation, the consent fees applicable to the 6.375% Notes due October 15, 2017, the 5.25% Notes due October 1, 2020, the 6.70% Notes due June 1, 2034 and the 7.00% Notes due October 15, 2037 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.
Description of Securities
Principal Amount Outstanding
Constituting Supplemental Indenture
Consent Fee (Per $1,000 Principal Amount)
5.90% Notes due November 15, 2015
Eighth Supplemental Indenture
6.20% Notes due November 1, 2016
Ninth Supplemental Indenture
6.375% Notes due October 15, 2017
5.25% Notes due October 1,
Thirteenth Supplemental Indenture
6.70% Notes due June 1, 2034
Sixth Supplemental Indenture
7.00% Notes due October 15, 2037
In addition to the amendment to certain of the consent fees offered in the Solicitation, the Solicitation has been amended to provide that the Interest Rate Adjustment Covenant 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 a series of Securities if such Securities 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 such series of Applicable Securities are only rated by one Rating Agency).
The Issuer is soliciting consents from holders of record ("Holders") of the Securities as of 5:00 p.m., New York City time, on April 11, 2012, to enter into a Seventeenth Supplemental Indenture. The approval of the Seventeenth Supplemental Indenture requires the consent of Holders of not less than a majority of the outstanding principal amount of each series of Securities affected by the Seventeenth Supplemental Indenture.
In consideration for the consents from the Holders of the Securities to the Seventeenth 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 prior to the expiration of the Solicitation from such Holder. The consent fees will be payable only for those consents that relate to the Seventeenth Supplemental Indenture as to which the applicable requisite consents for such series of Securitiesare delivered. Assuming receipt of the requisite consents to approve the Seventeenth Supplemental Indenture, the consent fees will be made on the business day following the expiration of the Solicitation.
The Solicitation will expire at 5:00 p.m., New York City 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., New York City time, on the next business day after the previously scheduled Expiration Date. Holders may deliver their consents 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 Seventeenth Supplemental Indenture is executed and becomes effective. Any holder who validly revokes a consent will not be eligible to receive a consent fee, 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"). The Statement and related documents contain important information, and holders should read them carefully before making any decision with respect to the Solicitation. ERAC Canada Finance Limited ("ERAC Canada"), an affiliate of the Issuer, is separately soliciting consents in Canada as part of a concurrent and substantially similar consent solicitation relating to two series of debt securities issued by ERAC Canada and guaranteed by Enterprise Holdings, Inc. The Canadian solicitation is being made pursuant to separate documentation.
The Issuer has retained J.P. Morgan Securities LLC and RBS Securities Inc. to serve as the solicitation agents for the Solicitation, and D.F. King & Co., Inc. to serve as the information and tabulation agent. Copies of the Statement and related documents may be obtained at no charge by contacting the information and tabulation agent by telephone at (212) 269-5550 (banks and brokers call) or (800) 829-6551 (toll-free), or in writing at 48 Wall Street, 22nd Floor, New York, NY 10005. 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 RBS Securities Inc. at (877) 297-9832 (toll-free) (203) 897-4825 (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.