IMC Global tender for 6.55% notes fully subscribed, 7 5/8% note tender over-subscribed

New York, Aug. 1 - IMC Global Inc. said that its previously announced tender offers for up to $140 million of its 6.55% notes due 2005 and up to $273 million of its 7 5/8% notes due 2005 expired as scheduled at 12 p.m. ET on Aug. 1 without further extension.

As of the expiration deadline, IMC Global had received valid tenders totaling approximately $140.4 million aggregate principal amount of the 6.55% notes and approximately $277.9 million aggregate principal amount of the 7 5/8% notes.

The company will accept for purchase all validly tendered 6.55% notes but since the amount of valid tenders of the 7.625% notes exceeded the amount of aggregate principal amount that IMC had offered to purchase the company will accept on a pro-rata basis approximately $273.1 million aggregate principal amount of the 7 5/8% notes, or approximately 98.3% of the 7 5/8% notes which were validly tendered.

Payment, including accrued interest up to, but not including, the settlement date, will be made promptly for all accepted tenders.

As previously announced IMC Global, a Lake Forest, Ill.-based agricultural nutrients and animal feed company, said on June 23 that it would tender for up to $100 million principal amount of its 6.55% notes and for up to $200 million principal amount of its 7 5/8% notes (on July 18 IMC raised the maximum tender offer amounts to $140 million of 6.55% notes and $273 million of the 7 5/8% notes while leaving other terms of the offer unchanged).

It initially set an early tender deadline of midnight ET on July 8 and initially said the offer would expire at 5 p.m. ET on July 22, although both deadlines were later extended to 12 p.m. ET on Aug. 1.

The company said that it would pay 104% of principal amount for the 6.55% notes, and 106.5% of principal amount for the 7 5/8% senior notes; in each case the payment would include a 2% premium to holders who tender by the early tender deadline.

The company said the tender would be subject to several conditions, including the receipt of net proceeds from a debt financing sufficient to pay for notes accepted in the tender offers.

On July 18, IMC was heard by high yield syndicate sources to have sold $391 million of 10 7/8% senior notes due 2013. It had also sold $137.5 million of convertible preferred shares on July 2.

The information agent was Bondholder Communications Group (888 385-BOND/888 385-2663 attention: Irene Miller). Goldman, Sachs & Co. (800 828-3182) and J.P. Morgan Securities Inc. were dealer managers.

Great Lakes Carbon extends exchange for 10¼% notes

New York, Aug. 1 - Great Lakes Carbon Corp. extended its exchange offer for its 10¼% senior subordinated notes due 2008 to 9.00 a.m. ET on Aug. 8 from 9.00 a.m. ET on July 30.

The Chicago coke producer is offering to exchange any and all of the notes for either 101% of the principal amount of the notes in cash plus 100% of the accrued but unpaid interest or stapled interests effectively exchangeable into units of Great Lakes Carbon Income Fund. The stapled units consist of shares of Class A common stock of GLC Carbon USA Inc. and 16% subordinated notes due 2013 of GLC Securityholder LLC with an imputed exchange value equal to 116.15% of the principal amount of the notes plus 100% of the accrued but unpaid interest.

As of 5.00 p.m. ET on July 30, $141 million or 64% of the outstanding notes had been tendered.

In addition, Great Lakes Carbon said that it has reached agreement with holders of $74 million of the notes or a further 34% of the total to buy the notes for the consideration being offered in the exchange.

The company said Great Lakes Carbon Income Fund, a Canadian income trust formed to acquire a 35.05% indirect interest in the company's business, has filed a final prospectus with Canadian securities regulatory authorities for its offering in Canada of C$185 million of units. The targeted yield on the units is 12.75% and the offering is expected to close on Aug. 12.

The company said it expects to close the exchange offer and distribute consideration to the noteholders who participated in the exchange soon after the closing of the units offering.

Questions about the exchange may be directed to the information agent U.S. Bank NA (213 533-8418).

Graphic Packaging receives consents for 8 5/8% notes

New York, Aug. 1 - Graphic Packaging Corp. said it received consents from holders of more than a majority of its 8 5/8% senior subordinated notes due 2012 for amendments to the note indentures.

The Golden, Colo. paperboard packaging company said that following the announcement on Thursday holders may no longer revoke consents and tendered notes may not be withdrawn.

Holders who consent to the amendments by 5.00 p.m. ET on Aug. 1 will receive a consent payment of $2.50 per $1,000 principal amount of notes tendered, if the notes are accepted for purchase.

The consent solicitation is intended to amend the note indenture to eliminate substantially all of the restrictive covenants and certain events of default and related provisions.

As of 4.30 p.m. ET on July 31, $243.695 million of the $300 million outstanding principal amount of the notes had been tendered.

In the tender, Graphic Packaging is offering to buy all the notes and will pay $1,010.00 per $1,000 principal amount plus accrued interest up to but not including the date of payment.

The tender will end at 12:01 a.m. ET August 7 unless extended.

Completion of the tender offer is subject to various conditions including completion of the merger of Graphic Packaging International Corp., the parent of Graphic Packaging, with a subsidiary of Riverwood Holding, Inc., completion of financing transactions related to the merger and receipt of consents for the proposed amendments.

Graphic Packaging noted that the tender is being made in anticipation of a change-of-control offer that it will be required to make under the note indenture. Notes not tendered in the offer or under the change-of-control offer will remain outstanding.

Graphic Packaging said neither it nor the combined company plans to redeem any non-tendered notes after the merger.

Goldman, Sachs & Co. (800 828-3182) is the dealer manager for the offer and solicitation agent for the solicitation, MacKenzie Partners, Inc. (800 322-2885) is the information agent and Wells Fargo Bank Minnesota, NA is the depositary.

Cinemark USA plans to redeem 9 5/8% notes

New York, Aug. 1 - Cinemark USA, Inc. said it plans to redeem the remaining $42 million of its 9 5/8% senior subordinated notes due 2008.

The Plano, Texas movie theater operator plans to fund the redemption with a new $165 million term loan and additional borrowings on its revolving credit facility.

The notice of redemption will be issued once the amendment to the bank facility becomes effective, Cinemark USA said.

Riverwood extends consent solicitation

New York, Aug. 1 - Riverwood International Corp. extend the consent solicitation for its 10 7/8% senior subordinated notes due 2008, 10 5/8% senior notes due 2007 issued in July 1997 and 10 5/8% senior notes due 2007 issued in June 2001.

The solicitation will now expire at 12.01 a.m. ET on Aug. 7, pushed back from 5.00 p.m. ET on July 31. The deadline is the same as for the simultaneous tender offer.

Holders who consent by the expiration date will receive the consent payment of $2.50 per $1,000 principal amount of notes.

The Marietta, Ga. paperboard company noted that it has already announced that it has already receive the consent of a majority of holders. As a result consents may no longer be revoked and tenders may not be withdrawn.

The consent solicitation is being conducted to eliminate substantially all of the restrictive covenants, certain repurchase rights and certain events of default and related provisions contained in the note indenture.

As of 5.00 p.m. ET on July 31, $300.4 million of the $400.0 million 10 7/8% notes had been tendered, $167.0 million of the $250.0 million outstanding July 1997 notes and $221.6 million of the $250.0 million outstanding June 2001 notes.

The offers for each series are separate and not dependent on each other.

Completion of the tender offer is subject to various conditions including completion of the merger of Graphic Packaging International Corp. with a subsidiary of Riverwood's parent Riverwood Holding, Inc., completion of financing transactions related to the merger and receipt of consents for the proposed amendments.

Goldman, Sachs & Co. (800 828-3182) is the dealer manager for the offer and solicitation agent for the solicitation, MacKenzie Partners, Inc. (800 322-2885) is the information agent and Wells Fargo Bank Minnesota, NA is the depositary.

Kinetic Concepts starts consent solicitation for 9 5/8% notes

New York, July 31 - Kinetic Concepts Inc. began a consent solicitation Thursday for its 9 5/8% senior subordinated notes due 2007.

The San Antonia, Texas medical device company is seeking to amend provisions in the note indenture including, among other things, to shorten the minimum notice period for redemption of the notes to three days from 30 days.

Holders will receive a consent payment for agreeing to the change. Kinetic Concepts did not announce the size of the payment.

The consent solicitation runs through 5.00 p.m. ET on Aug. 7 unless extended.

Questions may be directed to the depositary for the solicitation U.S. Bank NA (800 934-6802).

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