Harland Clarke Holdings Corp. Announces Expiration of Tender Offer for Its 11 3/4% Senior Notes Due 2013
11 5월 2007 - 11:51PM
Business Wire
Harland Clarke Holdings Corp. (formerly Clarke American Corp. (the
�Company�)) announced that its tender offer relating to its 11�%
Senior Notes due 2013 (the �Notes�) expired at 9:00 a.m., New York
City time, on Thursday, May 3, 2007. Holders of approximately 99.9%
of the outstanding Notes tendered their Notes in the tender offer.
In connection with the tender offer, holders also delivered
consents to the proposed amendments to the indenture governing the
Notes in the consent solicitation, which expired on April�19, 2007
(the �Consent Date�). On May 1, 2007, the Company completed its
acquisition of John�H. Harland Company. As part of the closing, the
Company accepted the Notes tendered on or prior to the Consent Date
for payment and paid holders of those Notes the total
consideration. Bear, Stearns & Co. Inc. acted as Dealer Manager
for the tender offer and as the Solicitation Agent for the consent
solicitation. The depositary for the tender offer was The Bank of
New York. About Harland Clarke Holdings Corp. Harland Clarke is a
leading provider of printed products, software and services, and
testing and assessment solutions. Harland Clarke�s printed products
division 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. Harland Clarke�s Harland Financial Solutions business
is a leading lending and mortgage compliance software provider in
the United States. Harland Clarke�s Scantron division is a leading
provider of educational testing and survey technologies to
educational institutions and Fortune 1000 organizations in the
United States. Harland Clarke is a wholly owned subsidiary of M
& F Worldwide Corp., a holding company that, in addition to
Harland Clarke, wholly owns Mafco Worldwide Corporation, which is
the world�s largest producer of licorice extracts and related
products. Safe Harbor Statement This press release contains
forward-looking statements 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 of 1995. These
statements are subject to a number of risks and uncertainties, many
of which are beyond Harland Clarke�s control. All statements other
than statements of historical facts included in this press release,
including those regarding Harland Clarke�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 Harland Clarke 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 Harland Clarke�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) Harland Clarke�s substantial indebtedness; 2) covenant
restrictions under Harland Clarke�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 Harland Clarke 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 Harland Clarke; 6) adverse changes among the
large financial institution clients on which Harland Clarke
depends, resulting in decreased revenues; 7) intense competition in
all areas of Harland Clarke�s business; 8) interruptions or adverse
changes in Harland Clarke�s supplier relationships, technological
capacity, intellectual property matters and applicable laws; and 9)
the inability to integrate (including realization of anticipated
synergies) the businesses of Clarke American Corp. and John H.
Harland Company at all or in the manner previously anticipated by
Clarke American Corp. and its parent, M & F Worldwide Corp.
Harland Clarke 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 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.
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