Sept. 27, 2012
/PRNewswire/ -- Lender Processing Services, Inc. (NYSE: LPS), a leading provider of integrated technology and services to the mortgage and real estate industries, announced today that it is commencing a cash tender offer for any and all of the
principal amount outstanding of its 8.125% Senior Notes due 2016 (CUSIP No. 52602EAC6) (the "Notes"). The tender offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated
September 27, 2012
(as it may be amended or supplemented from time to time, the "Statement"), and in the related Letter of Transmittal and Consent (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, collectively with the Statement, the "Offer Documents").
In connection with the tender offer, and on the terms and subject to the conditions set forth in the Offer Documents, the Company is soliciting consents of holders of the Notes to authorize the elimination of most of the restrictive covenants and certain of the events of default contained in the indenture governing the Notes (the "Proposed Amendments"). Holders may not tender their Notes without delivering their consents to the Proposed Amendments and may not deliver consents to the Proposed Amendments without tendering their Notes. The Company is seeking consents to the Proposed Amendments as a single proposal. Accordingly, any consent purporting to consent to the Proposed Amendments only in part will be deemed a valid delivery of consent to all of the Proposed Amendments. The Company intends to use the net proceeds from a proposed
debt financing, together with cash on hand, to fund the tender offer and consent solicitation, repay certain other indebtedness of the Company and pay related fees and expenses. Following payment for the Notes accepted pursuant to the terms of the tender offer, the Company currently intends, but is not obligated, to redeem any and all Notes that remain outstanding. The tender offer does not constitute a notice of redemption or an obligation to issue a notice of redemption.
The consent payment deadline is
New York City
October 11, 2012
(such time and date, as it may be extended, the "Consent Payment Deadline"), and the tender offer will expire at 12:00 midnight,
New York City
October 25, 2012
(such time and date, as it may be extended, the "Expiration Time"), in each case, unless earlier terminated by the Company. Notes tendered may be withdrawn at any time at or before
New York City
October 11, 2012
(such time and date, as it may be extended, the "Withdrawal Deadline") but not thereafter, except as required by law. The Company may extend the Consent Payment Deadline without extending the Withdrawal Deadline.
The total consideration for each
principal amount of Notes validly tendered at or before the Consent Payment Deadline and purchased pursuant to the tender offer will be
, which includes a payment of
principal amount of Notes payable only in respect of Notes tendered with consents at or before the Consent Payment Deadline. Holders validly tendering Notes after the Consent Payment Deadline but at or before the Expiration Time will be eligible to receive only the tender offer consideration of
principal amount of Notes. The tender offer consideration is equal to the total consideration less the consent payment. In addition, holders whose Notes are purchased in the tender offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the applicable payment date for the Notes. Tenders of Notes will be accepted only in principal amounts of
or integral multiples of
in excess thereof.
The Company has reserved the right, at any time following the Consent Payment Deadline but prior to the Expiration Time (the "Early Acceptance Date"), to accept for purchase all Notes validly tendered and not validly withdrawn on or before the Early Acceptance Date. If the Company elects to exercise this option, the Company will pay the total consideration or tender offer consideration, as the case may be, for the Notes accepted for purchase promptly following the acceptance of Notes for purchase (the date of such payment being referred to as the "Early Payment Date"). The Company expects that the Early Payment Date will be on or about
October 12, 2012
, subject to satisfaction or waiver of all the conditions to the tender offer and the consent solicitation
Subject to the terms and conditions of the tender offer being satisfied or waived, the Company will, promptly after the Expiration Time (the "Final Acceptance Date"), accept for purchase all Notes validly tendered at or before the Expiration Time (and not validly withdrawn at or before the Withdrawal Deadline) (or if the Company has exercised its early purchase option as described above, all Notes validly tendered after the Early Acceptance Date and at or before the Expiration Time). The Company will pay the total consideration or tender offer consideration, as the case may be, for Notes accepted for purchase promptly following the acceptance of Notes for purchase (the date of such payment being referred to as the "Final Payment Date").