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Clarke American Corp. Announces Pricing and Receives the Requisite Consents Pursuant to its Tender Offer and Consent Solicitation for its 11 3/4% Senior Notes Due 2013.


SAN ANTONIO San Antonio (săn ăntō`nēō, əntōn`), city (1990 pop. 935,933), seat of Bexar co., S central Tex., at the source of the San Antonio River; inc. 1837.  -- Clarke American Corp. (the "Company") announced today the consideration to be paid in the tender offer and consent solicitation Consent Solicitation

A solicitation by one party to the stakeholders of a particular security for the consent of a material change.

Notes:
Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with
 and that it has received the requisite consents from holders of its 11th% Senior Notes due 2013 (the "Notes") to amend the Indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading.

The term indenture primarily describes secured contracts and has several applications in U.S. law.
 governing such Notes. On April 5, 2007, the Company commenced a cash tender offer and consent solicitation relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 any and all of the $175,000,000 outstanding principal amount of the Notes.

The tender offer consideration for Notes validly tendered by 9:00 a.m., New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
 time, on May 3, 2007, unless extended or terminated by the Company (such date and time, as the same may be extended, the "Expiration Time Expiration time

The time of day by which all exercise notices must be received on the expiration date. Technically, the expiration time is currently 11:59AM on the expiration date, but public holders of option contracts must indicate their desire to exercise no later than 5:30PM on
"), and accepted for payment will be $1,183.10 per $1,000 principal amount of the Notes. Holders who validly tendered Notes and delivered consents on or prior to the expiration of the consent solicitation at 5:00 p.m. New York City time on April 18, 2007 (the "Consent Time") also will receive a consent payment of $30.00 per $1,000 principal amount of Notes, for total consideration of $1,213.10 per $1,000 principal amount of Notes. In addition to the consideration payable in respect of the Notes purchased in the tender offer and the consents given in the consent solicitation, the Company will pay accrued ac·crue  
v. ac·crued, ac·cru·ing, ac·crues

v.intr.
1. To come to one as a gain, addition, or increment: interest accruing in my savings account.

2.
 and unpaid interest to, but not including, the applicable settlement date.

The tender offer consideration was determined as of 2:00 p.m., New York City time, on April 18, 2007, by reference to a fixed spread of 50 basis points above the bid side yield on the 3.50% U.S. Treasury U.S. Treasury

Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S.
 Note due December 15, 2009 and an initial settlement date of May 1, 2007.

Payment of the tender offer consideration and the consent payment, if applicable, will be made for Notes accepted for purchase by the Company, provided that the conditions to the tender offer and consent solicitation have been satisfied or waived by the Company: (i) at the Company's option, on an initial settlement date, currently expected to be May 1, 2007, and (ii) promptly after the Expiration Time, on a final settlement date, currently expected to be May 3, 2007, assuming no extension of the Expiration Time.

The consent solicitation expired at 5:00 p.m. New York City time, on April 18, 2007. At the Consent Time, holders of approximately 98% of the outstanding aggregate principal amount of the Notes had tendered their Notes and consented to the proposed amendments to the Indenture governing the Notes and related documents. Any Notes tendered and Consents delivered by the Consent Time may no longer be withdrawn or revoked.

The Company intends to promptly enter into a supplemental indenture at which time the proposed amendments described in the Offer to Purchase and Consent Solicitation Statement dated April 5, 2007 will be effective. The proposed amendments will not become operative, however, unless and until the Notes are accepted for purchase pursuant to the terms of the tender offer.

The proposed amendments would, among other things, eliminate substantially all of the restrictive covenants Restrictive covenants

Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends.
 and certain of the default provisions applicable to the Notes. The tender offer and consent solicitation is being conducted in connection with the previously announced merger (the "Merger") of a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of the Company with and into John H. Harland Company ("Harland"). The completion of the tender offer and consent solicitation is not a condition to the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like.
     2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished.
 of the Merger.

The tender offer for the Notes will expire at 9:00 a.m., New York City time, on May 3, 2007, unless extended or earlier terminated. The tender offer is subject to the satisfaction or waiver The voluntary surrender of a known right; conduct supporting an inference that a particular right has been relinquished.

The term waiver is used in many legal contexts.
 by the Company of certain conditions, including, without limitation, the Merger having occurred and the closing of the financing transactions expected to be completed in connection with the Merger. The Offer to Purchase and Consent Solicitation Statement dated April 5, 2007 and the related Consent and Letter of Transmittal Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
 (together, the "Offer Documents") set forth all of the conditions to the Company's obligation to accept for purchase and pay for any Notes properly tendered and not properly withdrawn. The Company reserves the right to terminate, extend or amend the tender offer or the consent solicitation with respect to the Notes if any condition of the tender offer or the consent solicitation is not satisfied or waived by the Company or otherwise in its sole discretion.

Bear, Stearns & Co. Inc. is acting as Dealer Manager for the tender offer and as the Solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 Agent for the consent solicitation. The depositary DEPOSITARY, contracts. He with whom a deposit is confided or made.
     2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470.
 for the tender offer is The Bank of New York The Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007.[1] The bank now continues under the new name of The Bank of New York Mellon Corporation. . The tender offer and consent solicitation are being made pursuant to the Offer Documents, which more fully set forth the terms and conditions of the tender offer and consent solicitation.

Questions regarding the tender offer and consent solicitation may be directed to Bear, Stearns & Co. Inc. at 212-272-5112 (collect) or 877-696-BEAR (toll free). Requests for copies of the Offer Documents may be directed to D.F. King & Co., Inc. at 212-269-5550 (for banks and brokers only) or 888-644-5854 (for all others toll free).

The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities. The tender offer and consent solicitation are being made solely by the Company's Offer Documents. This press release also is not a solicitation of consents to the proposed amendments to the indenture. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.

About Clarke American Corp.

Clarke American is a leading provider of checks and related products, direct marketing and contact center services to financial and commercial institutions as well as individual consumers and small businesses. Clarke American serves financial institutions through the Clarke American and Alcott Routon brands and serves consumers and businesses directly through the Checks In The Mail and B2Direct brands. Clarke American is a wholly owned subsidiary of M & F Worldwide Corp., a holding company that, in addition to Clarke American, wholly owns Mafco Worldwide Corporation, which is the world's largest producer of licorice licorice (lĭk`ərĭs, –rĭsh), name for a European plant (Glycyrrhiza glabra) of the family Leguminosae (pulse family) and for the sweet substance obtained from the root.  extracts and related products.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement

This press release contains forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 that reflect management's current assumptions and estimates of future performance and economic conditions, which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. These statements are subject to a number of risks and uncertainties, many of which are beyond Clarke American's control. All statements other than statements of historical facts included in this press release, including those regarding Clarke American's strategy, future operations, financial position, estimated revenues, projected costs, projections, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, the words "believes," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this press release. Although Clarke American believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this press release are reasonable, such plans, intentions or expectations may not be achieved. The factors which may cause Clarke American's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this press release include: 1) Clarke American's substantial indebtedness; 2) covenant restrictions under Clarke American's indebtedness that may limit its ability to operate its business and react to market changes; 3) the maturity of the principal industry in which Clarke American operates and trends in the paper check industry, including a faster than anticipated decline in check usage due to increasing use of alternative payment methods and other factors; 4) consolidation among financial institutions; 5) higher than anticipated stand-alone costs of Clarke American; 6) adverse changes among the large financial institution clients on which Clarke American depends, resulting in decreased revenues; 7) intense competition in all areas of Clarke American's business; 8) interruptions or adverse changes in Clarke American's supplier relationships, technological capacity, intellectual property matters and applicable laws; and 9) the inability to consummate To carry into completion; to fulfill; to accomplish.

A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife.
 the Merger and/or integration (including realization of anticipated synergies) of Harland, and the related financing, at all or in the manner anticipated by Clarke American and its parent, M & F Worldwide Corp. Clarke American assumes no responsibility to update the forward-looking statements contained in this release.

You should read carefully the factors described in Item 1A of the Company's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 filed with the SEC on March 9, 2007 for a description of other risks that could, among other things, cause actual results to differ from these forward looking statements.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Apr 19, 2007
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