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Published on 3/27/2002 in the Prospect News High Yield Daily.

KNOLL, INC. said Wednesday it will redeem $50 million principal amount of its 10.875% senior subordinated notes due 2006 (Ba3/B+) on April 30, 2002 at 103.625 plus accrued interest. After the redemption, $57.25 million principal amount of the notes will remain outstanding, the East Greenville, Pa office furnishing manufacturer said. The redemption will be funded with borrowings on Knoll's senior revolving credit facility.

ISLE OF CAPRI CASINOS, INC. (ISLE) (B2/B) said Wednesday it decided not to continue with the consent solicitation to amend the indenture of its 8¾% senior subordinated notes due 2009. AS PREVIOUSLY ANNOUNCED: Isle Of Capri Casinos, Inc. said March 14 that it had begun soliciting consents to proposed indenture changes from the holders of record (as of the close of business on March 13) of its 8¾% senior subordinated notes due 2009. The Biloxi, Miss.-based gaming operator said it would pay consenting holders a cash consent fee of $2.50 per $1,000 principal amount, if the proposed amendments become operative. The solicitation of consents was to expire at 5 p.m. ET on March 22, subject to possible extension. Dresdner Kleinwort Wasserstein and CIBC World Markets acted as solicitation agents and D.F. King & Co., Inc. (call 800 714-3305) acted as the information agent for the consent solicitation.

SWEETHEART CUP COMPANY INC. said Tuesday (March 26) that it completed its merger, bank financing and consent solicitation. The Owings Mills, Md. maker of disposable foodservice and food packaging products said it has completed its merger with The Fonda Group, Inc., with Sweetheart as the surviving company and a wholly-owned subsidiary of Sweetheart Holdings Inc.; entered into a new five year $235 million senior revolving credit facility with Bank of America, NA, as agent; and amended the indenture for its 10½% senior subordinated notes due 2003 to alter amend the definition of Change of Control to substitute Dennis Mehiel, Sweetheart's chairman and chief executive officer, for American Industrial Partners Capital Fund, LP, and to make other related changes. As a result of the completion of the consent solicitation, the 10½% notes will begin to accrue interest at 12% per annum as of March 1, 2002 and Sweetheart will pay a consent fee to noteholders who consented before the expiration of the consent solicitation. AS PREVIOUSLY ANNOUNCED: Sweetheart Cup Company Inc. said Feb. 14 that it is soliciting the consent of registered holders (as of 5 p.m. ET on Feb. 13) of its $110 million of 10½% senior subordinated notes due 2003 to the merger The Fonda Group with and into Sweetheart, including a waiver of any default or event of default as defined under the notes' indenture that might result from the merger. The noteholders are also being asked to approve an amendment to the definition of "Change of Control" in the indenture which would substitute Dennis Mehiel (chairman and chief executive officer of both Sweetheart and Fonda) for American Industrial Partners Capital Fund, LP, and to make certain conforming changes. Sweetheart is offering to pay a $5 per $1,000 principal amount consent fee to noteholders who properly furnish and do not subsequently revoke their consents on or prior to the expiration date of the consent solicitation (5 p.m. ET on Feb. 28, subject to possible extension). Sweetheart is also offering to increase the annual interest rate on the notes from 10½% to 12% for all noteholders, provided certain conditions to the consent solicitation are satisfied. Once these conditions are satisfied, the notes will begin to accrue interest at 12% per annum as of March 1. Sweetheart said the consent to the merger with Fonda and the indenture amendment would require the consent of the holders of at least a majority of the notes outstanding as of the record date. Noteholders who do not consent to the Fonda merger and the the indenture amendment on a timely basis will not be eligible to receive the consent fee even though the consent to the merger and the amendment - if adopted upon receipt of the requisite consents - will be binding on them. Sweetheart also announced that in connection with the merger, it intends to enter into a new $235 million revolving credit facility with Bank of America, NA, as agent, which would replace Sweetheart's and Fonda's existing domestic revolving credit and term loan facilities. Bear, Stearns & Co. Inc. (Contact the Global Liability Management Group toll-free at (877 696-2327 is acting as solicitation agent for the consent solicitation. D.F. King & Co., Inc. (800 431-9642) is the information agent. AS PREVIOUSLY ANNOUNCED, Sweetheart, an Owings Mills, Md.-based maker of disposable foodservice and food packaging products, said on Sept. 18 that it was beginning a cash tender offer to buy all the outstanding 9½% senior subordinated notes due 2007 issued by THE FONDA GROUP INC., another manufacturer of disposable foodservice products with whom it was merging, and set 5 p.m. ET on Sept. 27 as the expiration deadline, subject to possible extension. Sweetheart said it was also conducting a consent solicitation to eliminate or amend certain restrictive covenants and other provisions in the related indenture. Sweetheart said it is making the tender offer and consent solicitation in connection with the proposed merger of Fonda into Sweetheart and the proposed offering by Sweetheart of $275 million principal amount of senior notes due 2007. Sweetheart offered $1,000 cash per $1,000 principal amount of the Fonda Notes, together with accrued and unpaid interest up to but not including the date of payment. It said that Holders tendering their Fonda notes would be deemed to have consented to the proposed amendments to the indenture; they could not tender their Fonda notes without consenting to the proposed amendments and could not consent without tendering their notes. The offer was conditioned on adoption of a supplemental indenture following the receipt of consents, consummation of the proposed merger of The Fonda Group, Inc., and certain other conditions. On. Oct. 1, Sweetheart announced that it was terminating its tender offer for the Fonda 9½% notes and the related consent solicitation, as some conditions of the tender offer had not been met. Jefferies & Co. (504 681-5721) was the information agent for the tender offer and consent solicitation and initial purchaser for the offering.

GENERAL ELECTRIC CO. (GE) said Tuesday holders of Telemundo Holdings, Inc.'s 11½% senior discount notes due 2008, series D tendered all the $293.891 million of outstanding securities and gave accompanying consents in its tender offer. GE said the offer will expire at 5:00 p.m. ET on April 8 but it expects to extend the offer as necessary until NBC completes its acquisition of Telemundo. AS PREVIOUSLY ANNOUNCED General Electric Co. said March 11 that it has begun a tender offer for all of the 11½% Series D senior discount notes due 2008 issued by TELEMUNDO HOLDINGS, INC. (B3/CCC+), as part of its pending purchase of the company, which was announced last year. The tender offer will expire at 5 p.m. ET on April 8, subject to possible extension. GE will pay a purchase price of $100.75 per $100 principal amount at maturity; if the settlement date is after April 9, it will pay an additional amount per $100 principal amount at maturity (rounded if necessary to the nearest $0.001) equal to $0.01013 per day for each calendar day from and including April 9, up to but excluding the settlement date for the offer. GE said the purchase price includes an consent payment equal to 2% of the principal amount at maturity, which will be paid only for Telemundo notes tendered at or prior to a consent payment deadline of 5 p.m. ET on March 25 and not subsequently withdrawn. GE is seeking noteholder consents to various indenture amendments which would provide Telemundo with greater operational and financial flexibility following its planned acquisition by GE's wholly owned broadcasting division, NBC. The offer is conditioned on - among other things - completion of that acquisition, as well as receipt of the requisite consents to adopt these amendments. Holders tendering after the consent deadline will not receive the consent payment portion of the total consideration. GE said it expects to extend the offer from time to time as necessary until NBC completes its acquisition of Telemundo. GE will pay for the tendered notes in same-day funds on the first business day following expiration of the offer, or as soon thereafter as practicable. Earlier, Telemundo, a Hialeah, Fla.-based Spanish-language broadcasting company in the process of being acquired for $1.98 billion by GE, a Fairfield, Conn.-based conglomerate with interests in broadcasting, finance, electrical products and other industrial products, said on Dec. 12 that its exchange offer - under which it had offered to exchange up to $293.991 million principal amount at maturity of newly issued, registered Series D 11½% notes for all of a like amount of outstanding unregistered series A, B and C notes - had expired as scheduled at 5 p.m. ET on Dec. 11 with no extension. $293.891 million of the old notes had been tendered by the expiration, and new notes were issued in their place on Dec. 14. Goldman, Sachs & Co. (call 800 828-3182) will act as dealer manager for the GE/NBC tender offer for the Telemundo notes. The information agent is Morrow & Co., Inc. (call 800 607-0088; banks and brokerage firms call 800 654-2468); the depositary is The Bank of New York.


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