Jefferson Smurfit tenders for 15½% dollar and euro notes

By Paul Deckelman

New York, Jan. 13 - Jefferson Smurfit Group said that its finance subsidiary JSG Funding plc plans to launch a cash tender offer for all of the company's outstanding dollar-denominated and euro-denominated 15½% subordinated notes due 2013and is also soliciting the consent of the notes' holders to proposed indenture changes that would eliminate substantially all of the restrictive covenants and modify certain events of default and other provisions.

The company set a consent deadline of noon ET on Jan. 28 and said that the tender offer would expire at noon ET on Feb. 11, with both deadlines subject to possible extension.

Jefferson Smurfit, a Dublin, Ireland-based packaging company, said that the offer would cover two separate tranches of the dollar-denominated notes totaling $211,110,848 million as a total outstanding principal amount. These are divided into one tranche of $196,365,475, and a second tranche of $14,745,373. The second tranche includes $2.5 million principal amount of notes that were originally sold in 2,500 units that included equity warrants, at a ratio of one $1,000 face amount note per one warrant. Holders of these units must separate the notes from the warrants to participate in the offer.

The tender offer will also cover one tranche of euro-denominated notes with €140,740,568 outstanding.

The consideration that the company will pay for the respective tranches of notes will be determined, using a formula that includes the price on the first call date of Oct. 1, 2005 (that price is $1,080 per $1,000 principal amount for the two dollar-denominated tranches and €1,080 per €1,000 for the euro tranche), and also including in the calculations a 50 basis points fixed spread over the yield of the respective reference security - the U.S. Treasury 1 5/8% note due in September for the dollar notes and the BKO 2½% note due in September for the euro notes.

The total consideration to be paid to holders who tender their notes by the consent deadline will include a consent payment of $20 per $1,000 principal amount for the dollar notes and €20 per €1,000 principal amount for the euro notes. Holders tendering their notes by the consent deadline will be deemed to have consented to the proposed amendments. Holders tendering their notes after the consent deadline will not be eligible to receive the consent payment as part of their consideration.

Jefferson Smurfit is making the offer in connection with - and it is conditioned upon, among other things - the satisfaction of a financing condition.

Deutsche Bank AG London is dealer manager in this offer (contact the Liability Management Group at +44 20 7545 8011), Deutsche Bank AG London is also the tender agent and depository agent (contact TSS - Restructuring Services Group at +44 20 7547 5000), along with Deutsche Bank Luxembourg SA (contact TSS - Restructuring Services Group at +352 421 22 460). The information agent is Global Bondholder Services Corp. (contact Corporate Actions department; banks and brokers call collect at 212 430-3774, all others call 866 470-4500).

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.