Grupo TMM extends exchange offers for 9½% '03, 10¼% '06 notes

Grupo TMM SA said on Friday (March 21) that it had extended its previously announced exchange offers to exchange new longer-maturity debt for all of its outstanding 9½% senior notes due later this year and its 10¼% senior notes due 2006.

The company said the offer had been extended to 5 p.m. ET on April 3, subject to possible further extension, from the previous March 20 deadline.

It said that as of 5 p.m. ET on March 20, approximately $60. 745 million principal amount of the 9½% notes, or 34.34% of the outstanding amount, had been tendered and not withdrawn, while $172.141 million principal amount of the 10¼%, or 86.07% of the outstanding amount, representing a majority of the notes, had been tendered and not withdrawn. That represents an increase in the amount of both series of notes tendered versus the previously announced tendered amounts ($56.180 million principal amount of the 9½% notes, or 31.76% of the outstanding amount, and $152,242 million principal amount of the 10¼% notes, or 75.12% of the outstanding amount).

While the condition that a majority of the 10¼% notes be tendered had been fulfilled, the revised minimum tender condition of 80% of the 9½% notes remained unmet.

Salomon Smith Barney Inc. is acting as the dealer manager for the exchange offers and consent solicitations. Mellon Investor Services (call toll-free at 888 689-1607; banks and brokers call 917 320-6286) is the information agent.

AS PREVIOUSLY ANNOUNCED, Grupo TMM, a Mexico-City-based provider of land and ocean transportation services, said on Aug. 29 that it intended to offer to exchange new debt securities for all of its outstanding 9½% and 10¼% notes. It said the exchange offers would be undertaken consistent with its previously announced plan to extend the company's debt maturities and obtain additional financial flexibility.

TMM said that the terms of the planned exchange, including the interest rate of the new debt securities, had not been finalized, but it expected that the securities would be senior unsecured debt of Grupo TMM maturing in 2009. In addition, it said that the new debt securities would be guaranteed on a senior unsecured basis by TMM Holdings SA de CV, a newly-formed, wholly-owned subsidiary of Grupo TMM, which would indirectly hold all of its parent's approximately 51% voting and 38.4% effective economic interest in another subsidiary, Grupo TFM SA de CV, through which Grupo TMM conducts its rail operations.

Grupo TMM further said that in connection with the exchange offers, it expected to solicit consents from the holders of the outstanding 9½% and 10¼% notes, seeking to amend or eliminate certain of the covenants contained in the notes' indentures. It said that holders who tender notes and give their consents prior to the deadline that would be established for the consent solicitation would be entitled to receive a cash consent fee. The amendments would only become effective upon completion of the exchange offers and consent solicitations, which would be described in detail in the official offering material.

Grupo TMM did not initially set down a formal timetable for the proposed exchange offers and related consent solicitations, other than that the exchange offers would begin once the company has completed its regulatory filings and obtained all necessary governmental authorizations. The company said that it expected that the exchange offers to be completed early in the fourth quarter. Grupo TMM said it had filed a registration statement relating to the exchange offers with the U.S. Securities and Exchange Commission, and was expecting to commence the offers as soon as practicable after the registration statement was declared effective and it had obtained the necessary authorizations from the Comision Nacional Bancaria y de Valores de Mexico.

On Dec. 26, Grupo TMM said that it had begun its previously announced offers to exchange new, longer-maturity debt for all of its outstanding 9½% and 10¼% notes, and said the exchange offers would expire at 5 p.m. ET on Feb. 11, 2003 (this deadline was subsequently extended).

Grupo TMM said it would offer a like principal amount of its new 10¾% percent senior notes due 2009 for the existing notes; the new notes would be issued at the time the exchange offers close. They would be guaranteed on a senior unsecured basis by TMM Holdings, SA de CV.

The company said that concurrently with the exchange offers, it was also soliciting consents from holders of the existing notes for certain amendments which would eliminate certain restrictive covenants and amend certain other provisions of the respective indentures under which the existing notes were issued. Holders tendering their notes in the exchange offers would be considered to have given their consent to the proposed amendments applicable to the series of existing notes being tendered.

Subject to the terms and conditions contained in the prospectus and letter of transmittal related to the exchange offers and consent solicitations, Grupo TMM said it would pay a cash consent fee in an amount of $5 per $1,000 principal amount of existing notes validly tendered and not subsequently revoked by the consent payment deadline of 5 p.m. ET on Jan. 28, subject to possible extension.

The company said the obligation of Grupo TMM to consummate either exchange offer would be conditioned upon, among other things, receipt of valid and unrevoked tenders representing at least 85% of the outstanding principal amount of the 9½% notes and at least a majority of the outstanding principal amount of the 10¼% notes.

It said tenders and the related consents could not be withdrawn at any time after the consent payment deadline, unless that deadline were to be extended by Grupo TMM with respect to one or both series of existing notes.

On Feb. 12, Grupo TMM said that it had extended the expiration date of the offers to 5 p.m. ET on Feb. 18, subject to possible further extension, from the original Feb. 11 deadline. As of 5 p.m. ET on Feb. 11, $54.198 million of the 9½% notes, or approximately 30.64% of the outstanding amount, and $109.164 million of the 10¼% notes, or 54.58% of the outstanding amount, had been tendered and not withdrawn.

While that fulfilled the minimum tender condition of at least a majority of the 10¼% notes, the 85% minimum tender condition for the 9½% notes remained unmet at that time.

The company subsequently extended the expiration date of the offers several times; however, at each new expiration date, the minimum tender condition for the 9½% notes remained unmet, even after TMM had announced on Feb. 18 that it had reduced the minimum tender level for the 9½% notes to 80% from the original 85%.

Grupo TMM also said on Feb. 18 that it had amended the terms of the offers to include warrants to purchase American Depositary Shares of Grupo TMM as part of the consideration being offered to holders of the 9½% notes, and to offer all holders of the 9½% notes a consent fee of $5 per $1,000 principal amount of notes (rather than just those who had tendered by the now-expired Jan. 28 consent deadline). All other terms and conditions of the exchange offers and the consent solicitations would remain the same.

On Feb. 24, Grupo TMM, besides again extending the exchange offers, also supplied additional specific details of its previously announced proposed amendment to the economic terms of the offer for the 9½% notes, which were contained in a registration statement filed with the Securities and Exchange Commission. It said that it planned to offer 55 warrants (to purchase the company's American Depositary Shares) per $1,000 principal amount of the 9½% notes tendered and accepted for payment, in addition to the previously announced compensation.

It said that each warrant would be exercisable to purchase one ADS, representing one of the company's Series A Shares, at an exercise price of $9.00 per warrant, subject to certain adjustments, payable only by surrender of the new notes offered in the exchange offers (subject to limitations). If all of the 2003 notes were tendered and exchanged, the company would issue approximately 9.7 million ADSs. Unless exercised, the warrants will expire in 2010.

Grupo TMM said that the changes described in the new registration statement and the amendment would not be offered to holders and would not become a part of the existing exchange offers pending further action by Grupo TMM and the SEC to complete the new registration statement and have it declared effective by the commission.

On March 6, Grupo TMM, besides again extending the exchange offers (to 5 p.m. ET on March 20, subject to possible further extension), also said that the registration filed with the SEC amending the terms of the exchange offers and consent solicitations had become effective. The amendments allow the company to add warrants for its common stock to the compensation package it is offering to the 9½% noteholders to encourage their participation.

Millicom Cellular again extends exchange offer for 13½% '06 notes

Millicom International Cellular SA (Caa3) said on Friday (March 21) that it had extended its previously announced offer to exchange new debt for its outstanding 13½% senior subordinated discount notes due 2006, and the related consent solicitation. The offer was extended to 5 p.m. ET on March 28, subject to possible further extension, from the previous March 21 deadline.

The company said that the rights of withdrawal for those bondholders who have already tendered their acceptance to the exchange offer and consent solicitation shall continue until the new expiration date, in accordance with the terms of the private offering documents.

AS PREVIOUSLY ANNOUNCED: Millicom, a Bertrange, Luxembourg-based telecommunications investor, said on Jan. 21 that it had begun an offer to exchange two issues of new debt for all of the outstanding 13½% notes, and had also begun a related solicitation of noteholder consents to proposed indenture changes.

Millicom initially said that the exchange offer and consent solicitation would expire at 5 p.m. ET on Feb. 20 (this was subsequently extended).

It said that the exchange offer was being made in a private offering only to U.S. holders of the existing notes who could be considered either "qualified institutional buyers" or "accredited investors" or to holders who are not "U.S. persons," as all of these terms are defined by the Securities Act of 1933.

The company said that holders of the existing notes validly tendering them for exchange would receive $600 of Millicom's newly issued 9% senior notes due 2005, plus $75 of Millicom's newly issued 4% senior convertible PIK (payment-in-kind) notes due 2005 per $1,000 of the existing notes.

It noted that the new 4% notes would be convertible into Millicom's common stock at any time after April 1 at a conversion price of $5 per share, which could result in a dilution to existing Millicom stockholders of approximately 22% (assuming the company issues no additional PIK notes in lieu of cash interest). At their maturity or upon their redemption, Millicom - at its option - may pay the then-outstanding principal amount of the 4% notes in whole or in part, plus the accrued and unpaid interest on the notes, either in cash or in shares of its common stock.

Millicom said that its wholly owned Millicom International Operations BV subsidiary will irrevocably and unconditionally guarantee both the new 9% notes and the new 4% notes.

On Feb. 20, Millicom said that it had extended the exchange offer to 5 p.m. ET on Feb. 28, subject to possible further extension, from the original Feb. 20 deadline.

Millicom also confirmed that it had been notified that an ad hoc committee of bondholders had been formed and had retained Houlihan Lokey Howard & Zukin as financial advisers and Orrick, Herrington & Sutcliffe as legal advisers. Millicom said it had conversations with this ad hoc committee, and was extending the exchange offer and consent solicitation "to facilitate the continued dialogue."

Millicom said on March 3 that it had again extended the exchange offer to 5 p.m. ET on March 7, subject to possible further extension, from the previous Feb. 28 deadline, and on March 7 said that it had again extended the offer to 5 p.m. ET March 14 from March 7 . On March 14, it further extended the offer to 5 p.m. ET on March 28.

The company said that the rights of withdrawal for those bondholders who had already tendered their acceptance to the exchange offer and consent solicitation would continue until the new expiration date, in accordance with the terms of the private offering documents.

Dan River plans new financing, will redeem 10 1/8% '03 notes

Dan River Inc. (B3/B-) said on March 17 that it has launched a refinancing that will include a new senior secured credit facility of up to $200 million, consisting of a five-year revolving credit facility and a five-year term loan (the company has entered into a commitment letter with a bank for this financing) and a $150 million Rule 144A offering of senior notes due 2009.

Dan River, a Danville, Va.-based textile producer, said that it plans to use a portion of the net proceeds from the bond offering and borrowings under the new senior credit facility to redeem all of its $120 million of outstanding 10 1/8% senior subordinated notes, which are scheduled to come due in December. It will use the remainder of the net proceeds from the refinancing transactions to repay all borrowings outstanding under its existing credit agreement, and to pay related fees and expenses.

Congoleum seeks consents from 8 5/8% '08 noteholders

Congoleum Corp. said on March 17 that it would seek the approval of certain indenture amendments from the holders of its 8 5/8% senior notes due 2008. The consent solicitation will expire at 3 p.m. ET on March 27, subject to possible extension.

Congoleum, a Mercerville, N.J.-based maker of floorcovering materials, said that the noteholder consents were being sought as part of its strategy to resolve its asbestos liabilities. The amendments are intended to expressly give Congoleum greater flexibility to proceed with certain steps and transactions in connection with its asbestos settlement negotiations.

The company said that upon the successful completion of these negotiations, it intends to file a prepackaged Chapter 11 plan of reorganization which would incorporate the asbestos settlement and leave its bondholders, trade creditors, and other non-asbestos related claim creditors unimpaired.

Congoleum said that adoption of the proposed indenture changes would require the consent of holders of a majority of the outstanding principal amount of the outstanding notes as of the record date, and further said that holders of such a majority have already provided Congoleum with written confirmation that they intend to consent to the proposed amendments.

The Altman Group, Inc. (call 212 681-9600) is the consent agent for the solicitation.

Comdisco slates further optional partial redemption of 11% '05 notes

Comdisco Holding Company, Inc. said on March 14 that it would make an optional partial redemption of $75 million principal amount of its 11% subordinated secured notes due 2005, which will bring the outstanding principal amount of the notes after this redemption down to $85 million from $160 million previously.

The coming redemption is the latest in a string of such transactions which began last fall.

The notes will be redeemed on April 2 at par value plus accrued and unpaid interest up to the redemption date. Wells Fargo Bank will be the paying agent for this redemption.

AS PREVIOUSLY ANNOUNCED, Rosemont, Ill.-based Comdisco, which formerly provided equipment leasing and technology services to business customers, emerged following its Chapter 11 bankruptcy reorganization as a holding company whose purpose is to sell, collect or otherwise reduce to money the remaining assets of the corporation.

It said on Oct. 9 that it would redeem the entire $400 million outstanding principal amount of its variable-rate senior secured notes due 2004 on or about Oct. 21, at par plus accrued and unpaid interest from Aug. 12 to the redemption date. Comdisco said that Wells Fargo Bank would serve as the paying agent for the planned note redemption. Comdisco said on Oct. 23, that this redemption had taken place as scheduled on Oct. 21.

Comdisco also said that following the redemption of those notes, it would make cash interest payments on the 11% notes. It explained that terms of the 11% subordinated notes provided for the interest to be paid-in-kind through the issuance of additional 11% subordinated notes while the senior notes were outstanding. It said the initial interest payment date for the subordinated notes would be Dec. 31 and the cash interest payment would be made on that date to registered holders of record (as of the close of business on Dec. 15) of the 11% notes.

On Oct. 29, Comdisco said that it would make a partial redemption of $65 million of the outstanding principal amount of the 11% notes (out of the $650 million which were outstanding at that time), under its mandatory redemption obligations. Comdisco said the notes would be redeemed at par plus accrued and unpaid interest from Aug. 12 to the redemption date. It anticipated that the partial redemption of the notes would occur on Nov. 14, and that Wells Fargo Bank would serve as the paying agent for that redemption. On Nov. 15, Comdisco said that it had redeemed the $65 million of 11% notes on Nov. 14, as previously announced, bringing the outstanding amount down to $585 million.

Comdisco said on Dec. 9 that it would make a redemption of another $200 million of the 11% notes (out of the then-current total outstanding amount of $585 million). It said that the notes would be redeemed at par plus accrued and unpaid interest from Aug. 12 to the redemption date. The company anticipated that the partial redemption of the notes would occur on Dec. 23, with Wells Fargo Bank serving as the paying agent for that redemption. On Dec. 23, Comdisco said that it had completed the transaction, which brought the remaining total outstanding amount down to $385 million.

Comdisco also announced at that time that it would make optional further partial redemption of $100 million of the 11% notes, out of the then-currently outstanding $385 million. It said it would redeem the notes at par plus accrued and unpaid interest, up to the redemption date of Jan. 9. Comdisco said on Jan. 9 that it had completed the transaction, which brought the amount outstanding following the transaction down to $285 million. Wells Fargo Bank served as the paying agent for this redemption.

On Jan. 24, Comdisco said that it was planning to make a further optional partial redemption of $50 million of the 11% notes (out of the total then outstanding amount of $285 million). It said the notes would be redeemed on Feb. 10 at par plus accrued and unpaid interest up to the redemption date. Comdisco said on Feb. 10 that it had completed the transaction, which brought the outstanding amount down to $235 million.

On Feb. 14, Comdisco said that it would make an optional partial redemption of $75 million principal amount of the 11% notes on March 3 at par plus accrued interest via paying Agent Wells Fargo Bank, which would bring the outstanding principal amount of the notes after the redemption down to $160 million from $235 million. The company said on March 3 that it had completed the redemption transaction.

Amphenol plans refinancing, may redeem subordinated notes

Amphenol Corp. said on March 13 that it is pursuing a refinancing of its senior credit facilities, with a portion of the expected proceeds to possibly be used to redeem all or a portion of the company's outstanding senior subordinated notes.

Amphenol, a Wallingford, Conn.-based manufacturer of electronic and fiber optic connectors, cable and interconnect systems, also said that proceeds from the new credit facilities would be used to replace its existing credit facilities.

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