ERAC USA gets consents for $4.13 billion notes issued in six series

By Susanna Moon

Chicago, April 24 - Enterprise Holdings, Inc. subsidiary ERAC USA Finance LLC obtained the needed consents to amend $4.13 billion of outstanding notes issued in six series. A consent solicitation for the notes ended at 5 p.m. ET on April 23.

Consents were received from the holders of a majority of each series of outstanding notes, and the company entered into a supplemental indenture, according to an ERAC press release.

Holders who delivered their consents under the offer will receive the following consent fee for each $1,000 principal amount of notes:

• $2.50 for the $490 million of 5.9% notes due Nov. 15, 2015;

• $3.50 for the $243 million of 6.2% notes due Nov. 1, 2016;

• $6.00 for the $995,765,000 of 6.375% notes due Oct. 15, 2017, increased from $4.00;

• $6.50 for the $650 million of 5.25% notes due Oct. 1, 2020, increased from $4.50;

• $8.75 for the $500 million of 6.7% notes due June 1, 2034, increased from $5.00; and

• $8.75 for the $1.25 billion of 7% notes due Oct. 15, 2037, increased from $5.00.

As previously reported, the company solicited consents to make some changes to the covenants and events of default. The changes also add a provision for an interest rate adjustment in the event of a ratings downgrade and a provision for a par put upon a change of control of Enterprise Holdings. The solicitation began April 12.

In addition to the increased consent fees, the solicitation was amended on April 20 to provide that the interest rate adjustment covenant will apply permanently. As initially proposed, the covenant would cease to apply to a series of notes if those notes become rated A3 and A- or higher by Moody's Investors Service and Standard & Poor's, respectively.

ERAC Canada Finance Ltd., an affiliate of the issuer, separately solicited 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. ERAC Canada completed the solicitation for its $150 million principal amount of 5.38% notes due Feb. 26, 2016 and extended the solicitation for its $100 million principal amount of 5.7% notes due Feb. 26, 2021.

J.P. Morgan Securities LLC (866 834-4666 or 212 834-4811) and RBS Securities Inc. (877 297-9832 or 203 897-4825) were the solicitation agents for the completed consent solicitation. D.F. King & Co., Inc. (212 269-5550 or 800 829-6551) was the information and tabulation agent.

Clayton, Mo.-based Enterprise Holdings is the corporate parent of Enterprise Rent-A-Car, Alamo Car Rent A Car, National Car Rental and WeCar.

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