Mothers Work tenders for 12 5/8% '05 notes

Mothers Work, Inc. (B3/B+) said on Wednesday (July 10) that it was beginning a cash tender offer to purchase all of its outstanding 12 5/8% senior notes due 2005, as well as a solicitation of noteholder consents to proposed indenture amendments related to the company's refinancing of certain outstanding debt and the redemption or repurchase of certain of its preferred stock. The consent solicitation will expire at 5 p.m. ET on July 23, and the tender offer will expire at 9 a.m. ET on Aug. 7, with both deadlines subject to possible extension. Mothers Work said that it would offer $1,002.50 per $1,000 principal amount of notes tendered by the consent deadline (thus consenting to the proposed indenture changes). That consideration would include a $2.50 per $1,000 principal amount consent payment. Noteholders tendering their notes after the consent date, but before the expiration deadline would receive the consideration minus the consent payment. All tendering holders will receive accrued and unpaid interest on their notes accepted for purchase up to, but not including, the payment date for the offer. Holders who desire to tender their notes under terms of the offer must consent to the proposed amendments and they may not deliver consents without tendering the related notes. Holders may not revoke consents without withdrawing the related notes tendered under the offer. Notes tendered on or before the consent date can be withdrawn on or before that deadline, but not afterward. Notes tendered after consent deadline may not be withdrawn. The tender offer and the solicitation are subject to a number of conditions, including, among others, the consummation of Mothers Work's previously announced proposed offering of shares of common stock and its proposed offering of senior notes, as well as the tender of notes and the receipt of consents to the indenture changes from holders of at least a majority of the outstanding notes. The proposed amendments - which would reduce the notice period for redemption of the notes and eliminate most of the principal restrictive covenants under the indenture - will become effective and will cover all of the notes - even those that are not purchased under the tender offer - if and when the offer is completed. To the extent that any notes remain outstanding after the completion of the offer, the company presently intends to redeem those notes.

AS PREVIOUSLY ANNOUNCED, Mothers Work, a Philadelphia-based designer and retailer of maternity apparel, said on June 10 that it had filed two registration statements with the Securities and Exchange Commission in connection with the proposed public offering of $125 million of new senior notes and 1.1 million shares of common stock (1 million primary shares offered by the company and 100,000 secondary shares offered by certain selling stockholders, plus an additional 165,000 shares of common stock to be sold by the company and selling stockholders to cover over-allotments, if any). It said that the offering of the common stock would not be contingent on the closing of the concurrent offering of senior notes, although the senior note offering would be contingent on the closing of the common stock offering.

High yield syndicate sources heard on June 10 that proceeds of the note sale - which is to be led by bookrunning manager Credit Suisse First Boston - would be used to repay the $91.09 million of outstanding 12 5/8% notes, to repay subordinated notes, to pay series A and series C preferred accrued dividends, to redeem series A preferred, to repurchase series C preferred, to repay bank debt and for general corporate purposes. The sources said that timing on the note deal was still to be determined.

Credit Suisse First Boston (call toll free at 800 820-1653 or collect at 212 538-8474) in addition to lead-managing the new note sale, will serve as the dealer manager and solicitation agent for the tender offer and the consent solicitation. The information agent is MacKenzie Partners, Inc. (call toll-free at 800 322-2885 or collect at 212 929-5500).

Liberty Media's offer for Telewest notes extended, withdrawal rights reinstated

Liberty TWSTY Bonds Inc. said on Wednesday (July 10) that it has extended the expiration date and reinstated withdrawal rights with respect to its previously announced tender offer for a portion of Telewest Communications plc's (Caa3/BB-) publicly issued bonds. The expiration date for the offer was extended to 5:00 p.m. ET on July 19 from the previously scheduled July 11 deadline.

Liberty TWSTY Bonds said that as of 5 p.m. ET on July 9, holders had tendered $73.51 million of the $300 million outstanding principal amount of 9 5/8% senior debentures due 2006, up from the $72.22 million which had been tendered as of the expiration of the early tender deadline at 5 p.m. ET on June 26, the last time previously that the amount of notes tendered had been tabulated by the offer's depositary. Holders had also tendered $48.7 million of the $350 million outstanding principal amount of 11¼% senior notes due 2008, up from $48.22 million; they had tendered $14.38 million of the $350 million outstanding principal amount of 9 7/8% senior notes due 2010, up from $14.06 million; they had tendered $315.93 million of the $1.536 billion outstanding principal amount at maturity of 11% senior discount debentures due 2007, up from $315.73 million; they had tendered $88.31 million of the $500 million outstanding principal amount at maturity of 9¼% senior discount notes due 2009, up from $88.16 million; they had tendered $60.48 million of the $450 million outstanding principal amount at maturity of 11 3/8% senior discount notes due 2010, up from $23.49 million; they had tendered £46.43 million of the £180 million outstanding principal amount 9 7/8% sterling senior notes due 2010, unchanged from previously; and they had tendered £35.09 million of the £325 million outstanding principal amount at maturity of the 9 7/8% sterling senior discount notes due 2009, unchanged from previously.

Liberty TWSTY Bonds also said that it is amending the offer to permit holders of Telewest's notes and debentures to withdraw their tender of such securities at any time prior to the expiration date of the offer (such withdrawal rights had previously been withdrawn following the expiration of the early tender deadline, as previously announced). Liberty TWSTY Bonds further announced that a group of holders of Telewest's notes and debentures have filed a lawsuit in the U.S. District Court for the Southern District of New York, captioned Angelo, Gordon & Co., LP, et al v. Liberty TWSTY Bonds, Inc., et al.; that suit alleges, among other things, that the offer for the bonds is illegal and that it has been disseminated by means of an offer to purchase which allegedly contains material omissions and misrepresentations. Liberty TWSTY Bonds said that although it believes that its offer to purchase the bonds complies with the requirements of all applicable securities laws, it has extended the offer's expiration deadline as outlined and has reinstated noteholders' withdrawal rights to give holders of Telewest notes and debentures adequate time to review a Supplement to the official Offer to Purchase, dated July 10, which summarizes the material allegations of the lawsuit and the relief requested by the plaintiffs, and to then evaluate for themselves the merits of the tender offer in light of the allegations made in the lawsuit. Liberty TWSTY bonds said that a hearing was scheduled for 2:00 p.m. ET on Wednesday in New York, at which time the court would hear arguments as to whether it should grant plaintiffs' request for a preliminary injunction that to enjoin Liberty TWSTY Bonds from, among other things, proceeding with the offer.

AS PREVIOUSLY ANNOUNCED, Liberty Media Corp. (Baa3/BBB-), an Englewood, Colo.-based company with interests in a broad range of video programming, broadband distribution, interactive technology services and communications businesses both in the U.S. and abroad, said on June 12 that it would begin a tender offer for the notes and debentures of London-based U.K. cable television and broadband operator Telewest Communications plc through its wholly owned Liberty TWSTY Bonds subsidiary. It said the tender offer would expire at 5 p.m. ET on July 11. It also set an early tender deadline of 5 p.m. ET on June 26, with holders tendering their bonds by that early deadline eligible to receive an additional payment of $30 per $1,000 principal amount of notes held or £30 per £1,000 principal amount as part of their consideration, depending on whether the bond in question is denominated in dollars or sterling. Both deadlines would be subject to possible extension. Liberty TWSTY said it would purchase A) up to $300 million principal amount of Telewest's 9 5/8% senior debentures due 2006 for a total price of $60 million, offering noteholders tender offer consideration of $410 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $440 per $1,000 principal amount. It would purchase B) up to $350 million principal amount of Telewest's 11¼% senior notes due 2008 for a total price of $70 million, offering noteholders tender offer consideration of $420 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $450 per $1,000 principal amount. It would purchase C) up to $350 million principal amount of Telewest's 9 7/8% senior notes due 2010 for a total price of $70 million, offering noteholders tender offer consideration of $415 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $445 per $1,000 principal amount. It would purchase D) up to $1.536 billion principal amount of Telewest's 11% senior discount debentures due 2007 for a total price of $307.3 million, offering noteholders tender offer consideration of $420 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $450 per $1,000 principal amount. It would purchase E) up to $500 million principal amount of Telewest's 9¼% senior discount notes due 2009 for a total price of $100 million, offering noteholders tender offer consideration of $332.50 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $362.50 per $1,000 principal amount. It would purchase F) up to $450 million principal amount of Telewest's 11 3/8% senior discount notes due 2010 for a total price of $90 million, offering noteholders tender offer consideration of $292.50 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $322.50 per $1,000 principal amount. It would purchase G) up to £180 million principal amount of Telewest's 9 7/8% sterling-denominated senior notes due 2010 for a total price of £36 million, offering noteholders tender offer consideration of £415 per £1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, £445 per £1,000 principal amount. And it would purchase H) up to £325 million principal amount of Telewest's 9 7/8% sterling-denominated senior discount notes due 2009 for a total price of £60 million, offering noteholders tender offer consideration of £328.75 per £1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, £358.75 per £1,000 principal amount. In addition, Liberty TWSTY Bonds will pay to all holders the accrued and unpaid interest on the principal amount of all tendered Telewest notes and debentures up to, but not including, the payment date. Liberty said that if the total amount of any series of securities that is validly tendered and not withdrawn by the expiration deadline exceeds the total offer amount for that series, then Liberty TWSTY Bonds would accept securities of that series for payment on a pro- rata basis. It said that the tender offer would be contingent upon, among other things, 20% of the aggregate principal amount of all of the outstanding securities subject to the offer having been validly tendered and not subsequently withdrawn by the tender offer expiration deadline.

On June 17, a committee representing a majority of the holders of all of Telewest's publicly issued bonds said in a statement that it was skeptical that the consummation of the previously announced proposed tender offer by Liberty TWSTY Bonds would facilitate a restructuring or other resolution of Telewest's debt problems in the best interests of bondholders as a whole. The committee - which said it had approached Telewest's board concerning a debt restructuring - said it wanted to discuss "urgently" with both Liberty Media and with Telewest its own proposals for a restructuring of Telewest's publicly issued bonds. The group said that it was in the process of appointing financial advisers and said it had requested meetings with Telewest and Liberty Media that week. It further said that bondholders interested in joining or supporting the committee (which it said should not, at this stage, involve becoming restricted) should contact Andrew Wilkinson of Cadwalader Wickersham & Taft,(call 011-44 (0)207 170 8700) the legal advisers to the committee. On June 19, the Telewest bondholder's committee officially said that it was rejecting Liberty Media's offer for TWSTY's bonds, and that its members - which own more than 50% of Telewest's notes - said they will not participate in the offer. The members of the committee said in their statement that they consider acceptance of the Liberty tender offer to be "not in their best interests." The committee reiterated its desire to discuss with Liberty and Telewest its own proposals for a restructuring, and said that it was also asking for Liberty to disclose details of the restructuring plan which Liberty had stated, in its tender offer, that it intends to propose to Telewest. The committee retained UBS Warburg LLC as its financial advisor and, as previously announced, Cadwalader, Wickersham & Taft as its legal counsel.

On June 27, Liberty TWSTY Bonds Inc. said that the tender offer's early tender deadline had expired as scheduled at 5 p.m. ET on June 26 without extension. Liberty TWSTY Bonds said that as of that deadline, holders had tendered $72.22 million of Telewest's 9 5/8% senior debentures due 2006;

$48.22 million of its 11¼% senior notes due 2008; $14.06 million of its 9 7/8% senior notes due 2010; $315.73 million of its 11% senior discount debentures due 2007; $88.16 million of its 9¼% senior discount notes due 2009; $23.49 million of its 11 3/8% senior discount notes due 2010; £46.43 million of its 9 7/8% sterling senior notes due 2010; and £35.09 million of its 9 7/8% sterling senior discount notes due 2009. Liberty TWSTY Bonds said that assuming the tender offer is consummated those holders would receive the early tender payment as part of their compensation for securities accepted for purchase, as previously outlined. It said that withdrawal rights had now have been terminated, and notes and debentures tendered at any time after the early tender payment may could not be withdrawn (such withdrawal rights were subsequently reinstated). Liberty TWSTY further said that it beneficially owns $472 million total aggregate principal amount of notes and debentures of the various series being sought in the offer (using an exchange rate of US $1.52 per £1). $210 million of those bonds were purchased on Wednesday (June 26) in two privately negotiated transactions, at prices below the purchase prices for those series being offered in the tender offer. On July 4, Telewest said that it had agreed to meet with both bondholders and Liberty Media to discuss restructuring the company's balance sheet. Telewest offered no further details in its letter to its shareholders.

Lehman Brothers Inc. (call Scott Macklin at 800 438-3242 or 212 528-7581) is the dealer manager for Liberty Media's tender offer and Mellon Investor Services LLC (call 888-788-1635) is the information agent and depositary for the offer.

Agrilink seeks 11 7/8% '08 noteholder consents

Agrilink Foods, Inc. (B3/B+) said on Tuesday (July 9) that it was soliciting consents to proposed indenture changes from the holders of record (as of the close of business on Monday, July 8) of its 11 7/8% senior subordinated notes due 2008. The Rochester, N.Y.-based marketer of frozen vegetables said it wants to amend or waive the application of certain provisions of the indenture, in order to facilitate a $175 million equity investment in the company by Vestar/Agrilink Holdings LLC, an affiliate of Vestar Capital Partners IV, L.P., and to also facilitate certain other transactions to be consummated in connection with that equity investment, which was announced by Agrilink on June 21. The consent solicitation will expire at 5 p.m. ET on July 22, subject to possible extension. The consent solicitation requires that consents from record holders representing 75% of the outstanding principal amount of the notes be received and not revoked prior to the expiration deadline. Only those noteholders of record who have delivered consents prior to the expiration date and not revoked them will be entitled to receive a consent payment of $1.25 per $1,000 principal amount, payable at or promptly following the closing of the recapitalization transactions, if the requisite consents are obtained. Agrilink currently expects the recapitalization to be consummated on or about Aug. 1.

Agrilink has retained Lehman Brothers Inc. (call 212 528-7581 or 800 438-3242) as solicitation agent and D.F. King & Co (banks and brokers call 212 269-5550, all others call 800 669-5550) will be the information agent and tabulation agent.

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