SOLA International sets prices for tender offer for 11% notes

New York, Dec. 3 - SOLA International Inc. (Ba3/BB-) said it had set the tender price it is offering under its previously announced tender offer and related consent solicitation for its 11% senior notes due 2008.

SOLA set the tender offer price at €1,113.71 per €1,000 principal amount of notes tendered and accepted for payment, and set the total which it will pay for notes that were tendered by the now-expired Nov. 20 consent deadline at €1,133.71 per €1,000 principal amount, including a consent payment of €20 per €1,000. Holders tendering their notes after the consent deadline will not receive the consent payment.

The company said that the total consideration to be paid for validly tendered notes was based on: 1) 35% at €1,110 per €1,000 principal amount of notes; plus 2) 65% at a price based on a yield to the earliest redemption date of the notes based on a fixed spread of 75 basis points over the semi-annualized yield to maturity of the reference security (the German BKO 2.50% note due Mar. 18, 2005), as calculated by UBS Investment Bank at 2 p.m. GMT on Dec. 2. Accordingly, the yield used to determine the total consideration to be paid was 3.340%. The total consideration figure assumes a payment date of Dec. 11.

As previously announced, SOLA, a San Diego-based maker of eyeglass lenses, said on Nov. 7 that it had begun an offer to purchase for cash all €205 million principal amount of its 11% notes and was also soliciting noteholder consents to proposed indenture changes.

It set 12 p.m. ET on Nov. 20 as the now-expired consent deadline and 4 a.m. ET on Dec. 8 as the expiration for the tender offer, subject to possible extension. SOLA announced on Nov. 26 that it had received the necessary consents to the proposed indenture changes.

On Nov. 18, SOLA announced that it had priced an offering of 6 million shares of its common stock at $17.50 per share, and said that it planned to use the net proceeds of approximately $98.3 million from the offering to fund the tender offer and for general corporate purposes.

UBS Ltd. and UBS Securities LLC are dealer managers and solicitation agents for the offer (call Liability Management Group at +44 20 7567-7480 or 203 719-4210). D.F. King & Co. is the information agent (212 269-5550 or +44 20 7920-9700).

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