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Published on 2/17/2006 in the Prospect News High Yield Daily.

United States Can tenders for 10 7/8%, 12 3/8% notes

By Angela McDaniels

Seattle, Feb. 17 - United States Can Co. has begun a cash tender offer for its $125 million 10 7/8% senior secured notes due 2010 and $171.71 million 12 3/8% senior subordinated notes due 2010, according to a company news release.

The company is also soliciting consents to amend the note indentures to eliminate substantially all of the restrictive and reporting covenants, some events of default and selected other provisions.

The tender offer and consent solicitation are being made in connection with company's merger agreement with Ball Corp. and Ball Aerosol and Special Container Corp., entered into on Tuesday, under which Ball Aerosol will be merged into United States Can.

The price for the 10 7/8% notes will be set on March 8 using a spread of 50 basis points over the 3 5/8% U.S. Treasury notes due June 30, 2007. The total includes a $30 per $1,000 consent payment that will only be paid to holders who tender by the consent deadline.

The price for the 12 3/8% notes is $1,067.40 per $1,000 principal amount, which includes the $30 consent payment.

United States Can will also pay accrued interest up to but excluding the settlement date.

Expiration for the tender is 11:59 p.m. ET on March 22, and the consent deadline is 5 p.m. ET on March 2.

United States Can said it needs the consent of holders of at least a majority of each series of notes to amend the indentures. The tenders are subject to the necessary consents being received, the completion of the merger with Ball Aerosol and the payment in full of the indebtedness under the company's senior credit agreement, according to the release.

Lehman Brother Inc. (212 528-7581 or 800 438-3242) is dealer manager. D.F. King & Co. is the information agent (212 269-5550 or 800 290-6431).

United States Can is a Lombard, Ill. -based manufacturer of steel and plastic containers.


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