UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EGL, Inc.
(NAME OF ISSUER)
Common Stock, par value $0.001 per share
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(TITLE OF CLASS OF SECURITIES)
268484 10 2
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(CUSIP NUMBER)
James Westra, Esq.
Weil, Gotshal & Manges LLP
100 Federal Street
34th Floor
Boston, MA 02110
(617) 772-8300
R. Jay Tabor, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court
Suite 300
Dallas, Texas 75201
(214) 746-7700
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( NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
March 18, 2007
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D/A
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EXPLANATORY NOTES: This Amendment No. 3 to Schedule 13D (this "Amendment")
is being filed by James R. Crane and the other reporting persons (collectively,
the "Reporting Persons") identified in the Schedule 13D filed on January 22,
2007, as amended by Amendment No. 1 thereto filed on February 8, 2007 and
Amendment No. 2 thereto filed on February 27, 2007 (as amended, the "Schedule
13D") with the Securities and Exchange Commission (the "Commission") relating to
the common stock, par value $0.001 per share ("EGL Common Stock"), of EGL, Inc.
(the "Issuer"). The Schedule 13D is hereby amended and supplemented by the
Reporting Persons as set forth below in this Amendment. Capitalized terms used
but not defined in this Amendment shall have the meanings given in the Schedule
13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The disclosure in Item 3 is hereby amended and restated in its entirety as
follows:
The aggregate value of the transactions (the "Transactions") contemplated
by the Agreement and Plan of Merger, dated as of March 18, 2007, among Talon
Acquisition Co. ("Merger Sub"), Talon Holdings Corp. ("Parent"), and the Issuer
(the "Merger Agreement"), which are described in Item 4 below, including debt
incurred in connection with the Transactions, is approximately $1.7 billion.
In separate Sponsor Equity Commitment Letters, each dated March 18, 2007
(the "Sponsor Equity Commitment Letters"), Centerbridge and Woodbridge agreed,
subject to certain conditions, to contribute cash to Parent, totaling
$307,900,000 in the aggregate, in exchange for equity interests in Parent
("Parent Equity"), solely for the purpose of funding the merger consideration
pursuant to the Merger Agreement and to pay related expenses. This summary of
the Sponsor Equity Commitment Letters does not purport to be complete and is
qualified in its entirety by reference to the Sponsor Equity Commitment Letters,
which are attached hereto as Exhibit 7.05 and Exhibit 7.06 and incorporated by
reference in their entirety into this Item 3.
In addition, Mr. Crane entered into a Rollover Equity Commitment Letter,
dated as of March 18, 2007 (the "Rollover Equity Commitment Letter"), pursuant
to which Mr. Crane agreed, subject to certain conditions, to contribute up to
7,056,063 shares of EGL Common Stock (valued at the $38.00 per share merger
consideration) (the "Rollover Shares") and $52,027,606 in cash to Parent in
exchange for Parent Equity. This summary of the Rollover Equity Commitment
Letter does not purport to be complete and is qualified in its entirety by
reference to the Rollover Equity Commitment Letter, which is attached hereto as
Exhibit 7.07 and incorporated by reference in its entirety into this Item 3. The
other Reporting Persons intend to contribute all or portion of their EGL Common
Stock or the after-tax proceeds of their options or restricted stock received in
the merger for Parent Equity, which would reduce the amounts required to be
funded by Mr. Crane, Centerbridge and Woodbridge. The total equity to be
contributed by Centerbridge, Woodbridge, Mr. Crane and the other Reporting
Persons is expected to be approximately $628 million.
In addition, Parent entered into a Senior Unsecured Debt Commitment Letter
(the "Senior Unsecured Debt Commitment Letter"), dated as of March 18, 2007,
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with Woodbridge (in such capacity, the "Subordinated Lender"), pursuant to which
the Subordinated Lender committed to provide, subject to certain conditions,
$300 million pursuant to a senior unsecured term loan facility. Parent also
entered into a Senior Secured Debt Commitment Letter (the "Senior Secured Debt
Commitment Letter"), dated as of March 18, 2007, with Merrill Lynch Capital
Corporation, Wachovia Bank, National Association, and Wachovia Capital Markets,
LLC (collectively, the "Senior Lenders"), pursuant to which the Senior Lenders
committed to provide, subject to certain conditions, up to $960 million in
senior debt financing through a term loan facility in the amount of $810 million
and a revolving credit facility of up to $150 million. The financing from the
Senior Unsecured Debt Commitment Letter and the Senior Secured Debt Commitment
Letter will be used to fund the merger consideration under the Merger Agreement,
pay certain expenses, refinance existing debt, and for general corporate
purposes for the operation of the Issuer following the closing of the
Transactions. The summaries of the Senior Unsecured Debt Commitment Letter and
the Senior Secured Debt Commitment Letter do not purport to be complete and are
qualified in their entirety by reference to the Senior Unsecured Debt Commitment
Letter and the Senior Secured Debt Commitment Letter, which are attached hereto
as Exhibit 7.08 and Exhibit 7.09 and incorporated by reference in their entirety
into this Item 3. Total funded indebtedness of the Issuer following the
consummation of the Transactions is expected to be approximately $1.11 billion.
Finally, in separate Limited Guarantees, each dated as of March 18, 2007
(the "Guarantees"), each of Mr. Crane, Centerbridge and Woodbridge
unconditionally and irrevocably guaranteed to the Issuer, subject to certain
conditions, a portion of Parent's and Merger Sub's payment obligations under the
Merger Agreement. This summary of the Guarantees does not purport to be complete
and is qualified in its entirety by reference to the Guarantees, which are
attached hereto as Exhibits 7.10 through 7.12 and incorporated by reference in
their entirety into this Item 3.
ITEM 4. PURPOSE OF TRANSACTION.
The disclosure in Item 4 is hereby supplemented by adding the following
after the last paragraph thereof:
On March 19, 2007, the Issuer announced in a Press Release (the "Press
Release") that it had entered into the Merger Agreement, pursuant to which all
of the outstanding shares of Issuer Common Stock (other than any Rollover Shares
contributed to Parent by Mr. Crane and the other Reporting Persons and owned by
Parent or Merger Sub at the effective time of the merger contemplated by the
Merger Agreement) would be converted into the right to receive $38.00 per share
in cash. The Press Release is attached hereto as Exhibit 7.13 and is
incorporated by reference in its entirety into this Item 4. The foregoing
summary of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement, which is attached hereto
as Exhibit 7.14 and incorporated by reference in its entirety into this Item 4.
In connection with the Transactions, Mr. Crane entered into a Voting
Agreement with Parent and Merger Sub, dated as of March 18, 2007 (the "Voting
Agreement"), pursuant to which Mr. Crane agreed, subject to certain conditions,
to vote his EGL Common Stock in favor of the adoption of the Merger Agreement
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and against any competing takeover proposal that may be submitted by the Issuer
for a vote of its stockholders. This summary of the Voting Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Voting Agreement, which is attached hereto as Exhibit 7.15 and incorporated by
reference in its entirety into this Item 4.
Centerbridge, Woodbridge and Mr. Crane entered into a Interim Stockholders
Agreement of Parent, dated as of March 18, 2007 (the "Interim Stockholders
Agreement"), which will govern their conduct in respect of the Transactions
between the time of the signing of the Merger Agreement and the effective time
of the merger contemplated thereby or the termination of the Merger Agreement,
whichever is earlier, including matters such as determining whether any closing
condition contained in the Merger Agreement has been satisfied or shall be
waived by Parent or Merger Sub. This summary of the Interim Stockholders
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Interim Stockholders Agreement, which is attached hereto as
Exhibit 7.16 and incorporated by reference in its entirety into this Item 4.
The purpose of the Transactions is to acquire all of the outstanding EGL
Common Stock (other than Rollover Shares). If the Transactions are consummated,
the EGL Common Stock of the Issuer will be delisted from the NASDAQ Stock Market
and will cease to be registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Issuer will be privately held by Mr.
Crane, Centerbridge, Woodbridge, and the other Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The disclosure in Item 6 is hereby amended and restated in its entirety as
follows:
The information set forth or incorporated by reference in Item 3 and Item
4 is incorporated by reference in its entirety into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Sponsor Equity Commitment Letter, dated March 18, 2007, entered
7.05 into by Centerbridge Capital Partners, L.P., Centerbridge Capital
Partners Strategic, L.P. and Centerbridge Capital Partners SBS,
L.P.
Exhibit Sponsor Equity Commitment Letter, dated March 18, 2007, entered
7.06 into by The Woodbridge Company Limited.
Exhibit Rollover Equity Commitment Letter, dated March 18, 2007, entered
7.07 into by James R. Crane.
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Exhibit Senior Unsecured Debt Commitment Letter, dated as of March 18, 2007,
7.08 entered into by The Woodbridge Company Limited.
Exhibit Senior Secured Debt Commitment Letter, dated as of March 18, 2007,
7.09 entered into by Merrill Lynch Capital Corporation, Wachovia Bank,
National Association, and Wachovia Capital Markets, LLC.
Exhibit Limited Guarantee, dated as of March 18, 2007, entered into by
7.10 James R. Crane.
Exhibit Limited Guarantee, dated as of March 18, 2007, entered into by
7.11 Centerbridge Capital Partners, L.P., Centerbridge Capital Partners
Strategic, L.P. and Centerbridge Capital Partners SBS, L.P.
Exhibit Limited Guarantee, dated as of March 18, 2007, entered into by The
7.12 Woodbridge Company Limited.
Exhibit Press Release, dated as of March 19, 2007
7.13
Exhibit Agreement and Plan of Merger, dated as of March 18, 2007, by and
7.14 among Talon Holdings Corp., Talon Acquisition Co. and EGL, Inc.
Exhibit Voting Agreement, dated as of March 18, 2007, by and among Talon
7.15 Holdings Corp., Talon Acquisition Co. and James R. Crane
Exhibit Interim Stockholders Agreement, dated as of March 18, 2007, by and
7.16 among Centerbridge Capital Partners, L.P., Centerbridge Capital
Partners Strategic, L.P. and Centerbridge Capital Partners SBS,
L.P., The Woodbridge Company Limited, and James R. Crane
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Signatures
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After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, such person certifies that the information set forth in this
Schedule 13D/A with respect to such person is true, complete and correct.
Dated: March 20, 2007
*
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JAMES R. CRANE
*
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E. JOSEPH BENTO
*
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RONALD E. TALLEY
*
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GREGORY WEIGEL
*
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KEITH WINTERS
*
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VITTORIO FAVATI
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* Margaret Barradas, by signing her name hereto, does sign this document on
behalf of each of the persons indicated above for whom she is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.
/S/MARGARET BARRADAS
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MARGARET BARRADAS
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