Oct. 12, 2012
/PRNewswire/ -- Lender Processing Services, Inc. (NYSE: LPS) (the "Company"), a leading provider of integrated technology and services to the mortgage and real estate industries, announced today that it has closed its previously announced offering of
aggregate principal amount of 5.75% Senior Notes due 2023 (the "Notes"). The net proceeds of the offering, along with cash on hand, are being used to purchase any of the 8.125% Senior Notes due 2016 (the "Old Notes") tendered in the Company's previously announced tender offer and consent solicitation (the "Tender Offer"), to redeem any notes not tendered in the Tender Offer, to prepay in full the outstanding Term B Loans under its senior credit facilities and to pay fees and expenses in connection with these transactions.
As part of the Tender Offer, the Company solicited consents from the holders of the Old Notes for certain proposed amendments that would eliminate or modify certain covenants and events of default as well as other provisions contained in the indenture governing the Old Notes (the "Proposed Amendments"). Adoption of the Proposed Amendments required consents from holders of at least a majority in aggregate principal amount outstanding of the Old Notes. The Company announced today it has received the requisite consents in the Consent Solicitation to execute a supplemental indenture to implement the Proposed Amendments pursuant to its Offer to Purchase and Consent Solicitation Statement, dated
September 27, 2012
(the "Offer to Purchase"), and has entered into a supplemental indenture, dated
October 12, 2012
, to the indenture governing the Old Notes to implement the Proposed Amendments.
5:00 p.m., Eastern Time
October 11, 2012
(the "Consent Payment Deadline"),
aggregate principal amount of the outstanding Old Notes (representing approximately 79.03% of the outstanding Old Notes) had been tendered. The Company has exercised its option to accept for payment and settle the Tender Offer with respect to Old Notes that were validly tendered at or prior to the Consent Payment Deadline (the "Early Settlement"). The Early Settlement occurred today concurrently with the closing of the offering of the Notes.
The Tender Offer will expire at midnight, Eastern Time, on
October 25, 2012
, unless the Tender Offer is extended or earlier terminated (the "Expiration Date"). Under the terms of the Tender Offer, holders of Old Notes who validly tender their Old Notes after the Consent Payment Deadline, but on or before the Expiration Date, and whose notes are accepted for purchase, will receive tender offer consideration of
in principal amount of Old Notes validly tendered plus accrued and unpaid interest from and including the most recent interest payment date, and up to, but excluding, the final settlement date, which is expected to occur on the first business day following the Expiration Date. As the Withdrawal Deadline of
5:00 p.m., Eastern Time
October 11, 2012
has passed, previously tendered Old Notes can no longer be withdrawn and consents may no longer be revoked, other than in the limited circumstances set forth in the Offer to Purchase.
The Company today also delivered notice that it had called for redemption of all the Old Notes that remain outstanding following completion of the Tender Offer at a price equal to 104.063% of their face amount, plus accrued and unpaid interest to, but not including, the date of redemption. Payment for the redemption of the remaining Old Notes is expected to be made on
November 13, 2012
(with interest accruing on the remaining Old Notes to
November 11, 2012
The tender agent and information agent for the tender offer and consent solicitation is
& Co., Inc. The sole dealer manager for the tender offer and solicitation agent for the consent solicitation is Wells Fargo Securities, LLC ((866) 309-6316 (toll-free) and (704) 715-8341 (collect)).
The Offer to Purchase and the related Letter of Transmittal (together, the "Offer Documents") have been distributed to holders of Notes. Holders with questions or who would like additional copies of the offer documents may call the information agent,
& Co., Inc., at (212) 269-5550 (collect, for banks and brokers) or (800) 829-6551 (toll-free, for all others).
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The tender offer and the consent solicitation are being made only pursuant to the Offer Documents that the Company has distributed to noteholders. Noteholders and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the tender offer and the consent solicitation. None of the Company, the dealer manager and the solicitation agent, the tender agent, the information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consents in the consent solicitation. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities that may be sold pursuant to the proposed debt financing.