SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 4)
LAIDLAW INTERNATIONAL, INC.
(Name of Issuer)
LAIDLAW INTERNATIONAL, INC.
(Name of Filing Person (Offeror))
Common Stock, $0.01 par value
(including the associated preferred share purchase rights attached thereto)
(Title of Class of Securities)
50730R102
(CUSIP Number of Class of Securities)
Beth Byster Corvino, Esq.
Executive Vice President, General Counsel
and Corporate Secretary
Laidlaw International, Inc.
55 Shuman Boulevard, Suite 400
Naperville, Illinois 60563
(630) 848-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Filing Person(s))
Copy to:
Richard S. Meller, Esq.
Latham & Watkins
233 S. Wacker Drive, Suite 5800
Chicago, Illinois 60606
(312) 876-7700
CALCULATION OF FILING FEE
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| Transaction valuation* |
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Amount of filing |
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fee** |
$427,500,000 |
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$45,742.50 |
| * |
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Calculated solely for the purpose of determining the
filing fee, based upon the purchase of 15,000,000 shares
of common stock, $0.01 par value, at the maximum tender
offer price of $28.50 per share. |
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| ** |
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The amount of filing fee was calculated at a rate of
$107.00 per $1,000,000 of the transaction value. It was
calculated by multiplying the transaction value by
0.000107. |
þ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid:$45,742.50
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Filing party: Laidlaw International, Inc. |
Form or Registration No.: Schedule TO-I
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Date Filed: July 10, 2006 |
o Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
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o |
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third-party tender offer subject to Rule 14d-1 |
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issuer tender offer subject to Rule 13e-4 |
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o |
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going private transaction subject to Rule 13e-3 |
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o |
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amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender
offer o
This
Amendment No. 4 to Tender Offer Statement on Schedule TO
(“Amendment No. 4”) relates to
the offer by Laidlaw International, Inc., a Delaware corporation (“Laidlaw”) to purchase up to
15,000,000 shares, or such lesser number of shares as are properly tendered, of its common stock,
$0.01 par value, including the associated preferred share purchase rights issued pursuant to the
Rights Agreement, dated June 23, 2003, by and between Laidlaw and Wells Fargo Bank Minnesota,
National Association, as Rights Agent, at a price not greater than $28.50 nor less than $25.50 per
share, net to the seller in cash, without interest, as specified by shareholders tendering their
shares. Laidlaw’s offer is being made upon the terms and subject to the conditions set forth in the
Offer to Purchase dated July 10, 2006 and in the related Letter of Transmittal, which, as amended
or supplemented from time to time, together constitute the tender
offer. This Amendment No. 4
amends and supplements the Tender Offer Statement on Schedule TO filed by Laidlaw on July 10, 2006 (as
amended, the “Schedule TO”) as set forth below. This
Amendment No. 4 to Schedule TO is intended to
satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as
amended.
The information in the Offer to Purchase and the related Letter of Transmittal, copies of
which previously were filed on Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) thereto,
respectively, is incorporated herein by reference in answer to Items 1 through 11 in Schedule TO
except that such information is hereby amended and supplemented to the extent specifically provided
herein.
Item 7.
Source and Amount of Funds or Other Consideration.
Item 7
of Schedule TO, which incorporates by reference the information
contained in the Offer to Purchase, is hereby amended and
supplemented as follows:
The Offer
to Purchase is amended by deleting the two paragraphs following the
heading “Source and Amount of Funds” on page 20 and
replacing them with the following:
“Assuming that we purchase 15,000,000 shares in the tender offer at the maximum specified
purchase price of $28.50 per share, approximately $427.5 million in the aggregate will be required
to purchase such shares. We expect that the maximum aggregate costs, including all fees and
expenses applicable to the tender offer, will be approximately $429.0 million. We intend to
finance the tender offer from available cash at the close of the tender offer and through an
Amended and Restated Credit Agreement entered into on July 31, 2006, by and among Laidlaw
International, Inc. (“Laidlaw”), Laidlaw Transit Ltd. (“LTL”), and Greyhound Canada Transportation
Corp. (together with LTL, the “Canadian Borrowers”), as borrowers, the initial lenders, issuing
banks, swing line banks, Canadian issuing banks and initial U.S. revolving issuing bank named
therein, UBS Securities, LLC, as syndication agent, Morgan Stanley Senior Funding, Inc., as
documentation agent, Citicorp North America, Inc., as collateral agent and administrative agent and
Citigroup Global Markets Inc., UBS Securities LLC and Morgan Stanley Senior Funding, Inc. as joint
lead arrangers and joint book-running managers (the “Credit Agreement”). The following is a
summary of the material terms of the Credit Agreement. The summary is qualified in its entirety by
reference to the Credit Agreement, a copy of which is filed as an exhibit to our Issuer Tender
Offer Statement on Schedule TO, as amended, filed with the SEC.
The Credit Agreement provides for $1,077,500,000 senior secured credit facilities, comprised
of a $300,000,000 revolving credit facility (including a Canadian subfacility (the “Canadian
Subfacility”)), a $277,500,000 amortizing term loan A and a $500,000,000 amortizing term loan B
(inclusive of a $125,000,000 loan to the Canadian Borrowers). In general, borrowings under the
Credit Agreement will bear interest at one of the following rates:
(i) with respect to the revolving credit facility, the term loan A and the term loan B, one of two
floating rates selected by us, which are either:
(a) a base rate equal to the highest of:
(A) a reference prime rate,
(B) the
sum of (I) 1/2 of 1% per annum, (II) a rate obtained by dividing the
latest three-week average rate offered by major U.S. money market banks for certificates of deposit
by 100% less reserve requirements and (III) the three week average annual assessment rates
estimated by Citibank, N.A. for determining the current annual assessment payable by Citibank, N.A.
to the Federal Deposit Insurance Corporation for insuring U.S. dollar deposits of Citibank, N.A. in
the United States, and
(C) 1/2 of 1% per annum above the federal funds rate,
plus (x) in the case of the revolving credit facility and the term loan A, a spread ranging from
0.000% to 1.000%, (y) in the case of the term loan B, 0.75%; and
(b) a reference eurodollar rate, adjusted for statutory reserves plus (x) in the case of the
revolving credit facility and the term loan A, a spread ranging from 0.600% to 2.000% and (y) in
the case of the term loan B, 1.75%; and
(ii) with respect to the Canadian Subfacility, a rate equal to:
(a) the higher of:
(A) a
reference Canadian prime rate, and
(B)
3/4 of 1% above the rate for 30-day Canadian dollar bankers’ acceptances,
plus a spread ranging from 0.000% to 1.000%.
A spread
ranging from 0.10% to 0.50% will also be used to calculate our revolving credit commitment
fee and a spread ranging from 0.600% to 2.000% will be used to calculate our letter of credit fee
imposed against the available amount of outstanding letters of credit. We will also pay a letter of credit issuance fee in the
amount of 0.25% of the available amount of the applicable letter of credit.
The above referenced spreads are determined on the basis of our debt ratings by S&P and Moody’s
from time to time in effect. In addition, the facilities are subject to administrative agent and
certain other fees as agreed between the parties.
The Credit Facilities subject us to certain covenants, including covenants that limit our
ability to (i) make certain capital expenditures, (ii) pay dividends or make distributions, (iii)
assume liens on properties, (iv) incur debt, (v) make material changes to the nature of our
business, (vi) effect certain mergers, (vii) make certain investments, (viii) amend constitutive
documents and documents related to the Credit Facilities, (ix) make changes to accounting policies,
(x) enter into certain agreements which prohibit or condition the creation of liens, (xi) enter
into certain partnerships, and (xii) enter into speculative transactions. The Credit Facilities
also require us to meet certain financial covenants, including a leverage ratio and interest
coverage ratio. Subject to certain exceptions, the obligations under the Credit Facilities are
secured by (i) a first-priority pledge of all of the capital stock held by the borrowers and any of
their wholly-owned subsidiaries and (ii) a first-priority security interest in all intercompany
indebtedness of the borrowers and their subsidiaries. Subject to certain exceptions, the Credit
Facilities are guaranteed by our wholly-owned U.S. and Canadian subsidiaries, excluding our
insurance subsidiaries. However, the Canadian subsidiaries’ guarantees and collateral only support
the loans made to the Canadian borrowers.
As a result of the foregoing, the financing condition has been deemed by us satisfied. The
revolving credit facility and the term loan A mature on June 30, 2010 and the term loan B matures
on July 31, 2013. We may prepay loans at any time without premium or penalty (except eurodollar
breakage fees, if any).”