Notice of Amendment to Exchange and Subscription Agreement for 8.00% Senior Secured Second Lien Convertible Notes – Layne Christensen Company
Layne Christensen Company has notified investors of its 8.00% Senior Secured Second Lien Convertible Notes about a proposed amendment to the Exchange and Subscription Agreement dated February 4, 2015. To encourage investors to agree to this amendment, the company is offering to modify the notes by updating the conversion rate and revising the make-whole table, which affects how many shares investors receive upon conversion. The notice outlines these changes and requests investor consent to the amendment.
Exhibit 4.11
NOTICE REGARDING
THE ISSUANCE AND SALE OF
8.00% SENIOR SECURED SECOND LIEN CONVERTIBLE NOTES
OF
LAYNE CHRISTENSEN COMPANY
Date: | February 27, 2015 |
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To: | Investors of Layne Christensen Company’s 8.00% Senior Secured Second Lien Convertible Notes (the “Notes”) |
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From: | Layne Christensen Company |
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Re: | The Proposed Amendment to the Exchange and Subscription Agreement |
Reference is hereby made to the Exchange and Subscription Agreement (the “Exchange and Subscription Agreement”), dated as of February 4, 2015, between you, Layne Christensen Company (the “Company”) and the subsidiary guarantors party thereto. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Exchange and Subscription Agreement.
In connection with the Company’s issuance of updated preliminary financial performance expected to be reported for the fourth quarter of fiscal year 2015, the Company has requested you to execute and deliver an amendment (the “Amendment”) to the Exchange and Subscription Agreement. In order to induce you to execute and deliver the Amendment, the Company hereby agrees to modify the terms of the Notes as follows:
1. Initial Conversion Rate. The definition of “Conversion Rate” in the Indenture will be replaced in its entirety with the following:
“Conversion Rate” means, initially, 85.4701 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as provided herein.
2. Make-Whole Table. The table set forth in Section 10.07(d) of the Indenture will be replaced in its entirety with the following:
| Stock Price | |||||||||||||||||||
Effective Date |
| $8.36 |
| $10.50 |
| $11.70 |
| $14.00 |
| $16.38 |
| $20.00 |
| $30.00 |
| $40.00 |
| $50.00 |
| $75.00 |
March 2, 2015 |
| 34.1471 |
| 34.1471 |
| 34.1471 |
| 25.8448 |
| 20.3391 |
| 15.1569 |
| 9.4000 |
| 6.7549 |
| 5.2996 |
| 3.4943 |
May 1, 2015 |
| 34.1471 |
| 34.1471 |
| 34.1471 |
| 24.5957 |
| 19.2663 |
| 14.4164 |
| 8.7902 |
| 6.3185 |
| 4.9640 |
| 3.2770 |
May 1, 2016 |
| 34.1471 |
| 34.1471 |
| 33.3196 |
| 19.5104 |
| 14.7656 |
| 11.9693 |
| 7.7540 |
| 5.6154 |
| 4.4546 |
| 2.9558 |
May 1, 2017 |
| 34.1471 |
| 34.1471 |
| 28.2212 |
| 13.3534 |
| 9.8023 |
| 7.5550 |
| 4.8841 |
| 3.3717 |
| 2.5571 |
| 1.5154 |
May 1, 2018 |
| 34.1471 |
| 25.6779 |
| 21.0012 |
| 6.7418 |
| 4.9041 |
| 3.9783 |
| 2.5925 |
| 1.8792 |
| 1.4753 |
| 0.9449 |
May 1, 2019 |
| 34.1471 |
| 9.7680 |
| 0.0000 |
| 0.0000 |
| 0.0000 |
| 0.0000 |
| 0.0000 |
| 0.0000 |
| 0.0000 |
| 0.0000 |
* * *
- 1 -
Sincerely, | ||
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Layne Christensen Company | ||
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By: |
| /s/ Andy Atchison |
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| Name: Andy Atchison |
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| Title: SVP & CFO |
[Signature Page to Notice Regarding Issuance and Sale of
8.00% Senior Secured Second Lien Convertible Notes]