Lexington, KY (March 10, 2017) — Lexmark International, Inc., a global imaging solutions leader, today announced the commencement of a consent solicitation relating to its Senior Notes due 2020 (the Notes).
The consent solicitation will expire at 5 p.m., New York City time, on April 10, 2017, unless extended or earlier terminated by Lexmark (the Expiration Time). Subject to the terms and conditions of the consent solicitation set forth in the Consent Solicitation Statement, dated March 10, 2017, Lexmark is offering to pay to each holder of Notes as of 5 p.m., New York City time, on March 9, 2017, a cash payment of $5.00 per $1,000 aggregate principal amount of such holder’s Notes in respect of which the holder validly delivers (and does not validly revoke) a consent prior to the Expiration Time. Lexmark will not be obligated to make any payment if it does not receive the requisite consents prior to the Expiration Time, the consent solicitation is terminated for any reason before the Expiration Time, or if the other conditions to the consent solicitation are not satisfied or waived.
The proposed amendment for which consent is being sought would modify the reporting covenant set forth in the indenture governing the Notes primarily to provide that any financial statements and reports furnished to the trustee and the holders of the Notes under the indenture will be provided by Lexmark International II, LLC, the guarantor of the Notes and a parent company of Lexmark, and be those of Lexmark International II, LLC. The proposed amendment would also modify the reporting covenant to allow Lexmark International II, LLC to post its financial statements and reports on a website to which access will be given to the holders of the Notes and to certain other parties described in the Consent Solicitation Statement (other than the trustee). Consents that are validly delivered by holders holding a majority in aggregate principal amount outstanding of the Notes are required to approve the proposed amendment. If approved, the proposed amendment will be binding on all holders of Notes and only holders of Notes validly delivering consents (which are not validly revoked) will receive the consent payment. Consents may be revoked at any time prior to the Expiration Time.
For a complete statement of the terms and conditions of the consent solicitation, holders of the Notes should refer to the Consent Solicitation Statement, dated March 10, 2017, and the related consent form. Such conditions to the consent solicitation are for the sole benefit of Lexmark, and may be waived by Lexmark at any time as described in the Consent Solicitation Statement. Lexmark may terminate, extend or amend the consent solicitation at any time.
D.F. King & Co., Inc. is serving as Information Agent, Tabulation Agent and Payment Agent for the solicitation. Requests for assistance in delivering consents or for additional copies of the Consent Solicitation Statement should be directed to D.F. King & Co., Inc. at 800-487-4870 (toll-free) or 212-269-5550 (banks and brokers), or by email at lexmark@dfking.com. Questions regarding the terms of the consent solicitation may be directed to Bruce Frost, treasurer of Lexmark, at 859-232-3645.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities, including the Notes. The consent solicitation is being made solely by the Consent Solicitation Statement and the related consent form and are subject to the terms and conditions stated therein. None of Lexmark, the trustee under the indenture, the securities administrator under the indenture, or D.F. King & Co., Inc. or any of their respective affiliates, representatives or employees makes any recommendations as to whether holders should provide their consent to the proposed amendment, and no one has been authorized by any of them to make such recommendations. Each holder must make its own decision as to whether or not to deliver consent.
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About Lexmark:
Lexmark creates innovative imaging solutions and technologies that help customers worldwide print, secure and manage information with ease, efficiency and unmatched value. Open the possibilities at Lexmark.com.
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