ICO modifies, extends 10 3/8% '07 notes tender offer

ICO, Inc. said on Wednesday (Oct. 16) that it had modified and extended its previously announced tender offer to acquire its outstanding 10 3/8% Series B Senior notes due 2007. The company - which had originally intended to purchase the notes at a price determined via a "modified Dutch auction" procedure, said it would now offer to repurchase all of the outstanding notes at a price of 97.25% of face value (i.e., $972.50 per $1,000 principal amount of notes tendered) plus accrued interest up to the date of purchase. The price is higher than the top end of the range it had set in the Dutch auction procedure. ICO said that at the revised price, it expects the tender offer to be "overwhelmingly accepted."

ICO also said that it had received informal indications from a group purporting to represent holders of approximately 70% of the outstanding notes that they intend to accept the modified tender offer. The modified tender offer - which had been scheduled to expire on Thursday (Oct. 17) - was extended to midnight ET on Oct . 30, subject to possible further extension.

Jefferies & Co., Inc. is acting as dealer manager and solicitation agent (contact Joseph F. Maly at 415 229-1487). Mellon Investor Services LLC, (contact Harvey Eng at 917 320-6286) is acting as the depositary and information agent in connection with the modified tender offer.

AS PREVIOUSLY ANNOUNCED, ICO Inc., a Houston-based chemical company which manufactures polymer products, said on Sept. 19 that it had begun a "modified Dutch auction" tender offer for up to $90 million aggregate principal amount of its 10 3/8% notes. It initially set the expiration deadline at midnight ET on Thursday (Oct. 17), although this was subsequently extended, and said that tendered notes could be withdrawn at any time prior to the expiration time.

ICO initially said that it would determine the price it would pay for the notes via the "modified Dutch auction" procedure, although this was subsequently abandoned in favor of the price announced on Wednesday. Under the originally announced terms, the purchase price would have fallen somewhere in a range of between $900 and $970 per $1,000 principal amount of notes tendered, plus accrued interest to the date of purchase. The company said that each noteholder desiring to tender notes would have to either 1) communicate to The Depository Trust Co. when tendering the price within the prescribed range at which the notes were being tendered, in multiples of $5 per $1,000 principal amount; OR 2) not specify a price, in which case the holder would be deemed to have specified the minimum offer price of $900.

Under the "modified Dutch auction" procedure originally proposed, ICO said it would accept tendered notes in the order of the lowest to the highest tender prices specified by tendering holders within the prescribed purchase price range, and it will select the single lowest specified price that will enable the company to purchase $90 million aggregate principal amount of its notes (or such lesser amount as ICO might choose to accept for purchase). ICO said it would pay the same purchase price for all notes that are tendered at or below the purchase price, upon the terms and subject to the conditions of the tender offer, including the pro ration terms for the offer. ICO said that if the aggregate principal amount of senior notes tendered prior to the expiration deadline at or below the purchase price were to exceed $90 million (or such lesser amount as ICO might choose to accept for purchase), then, subject to the terms and conditions of the tender offer, ICO would first accept for payment all notes tendered at prices below the purchase price, and then it would accept for payment notes that are tendered at the purchase price on a pro rata basis.

Each tendering noteholder will be deemed to have consented to certain proposed amendments to the indenture covenants and default provisions applicable to the senior notes. These amendments would delete most of the covenants in the indenture for the senior notes and several events of default. Tendering noteholders will also be deemed to have waived the covenant that ICO offer to repurchase its senior notes using the proceeds of the sale of its oilfield services business segment. ICO said it would execute a supplement to the indenture putting into effect the amendments and the waiver immediately prior to closing the tender offer, if it has received consents representing at least a majority of the outstanding principal amount of the senior notes.

ICO said it would fund the tender offer out of cash on hand, including the proceeds it received on Sept. 6 from the sale of its oilfield services business segment. In addition to financing the tender offer, ICO intends to use the proceeds from the sale to invest in assets related to its core polymers processing business. ICO has recently retained Jefferies & Co., Inc. (which is also acting as dealer manager and solicitation agent for the tender offer) to advise it on possible acquisitions and related financings.

Hawk extends 10¼% '03 notes exchange

Hawk Corp. (B2/B-) said Wednesday (Oct. 16) that it has again extended the offer expiration and consent payment deadlines on its previously announced offer to exchange new 12% senior notes due 2006 for its outstanding 10¼% senior subordinated notes due 2003 and the related solicitation of noteholder consents to proposed changes in the notes' indenture. Those deadlines were both extended to 11 a.m. ET on Wednesday, subject to possible further extension, from the previous deadline on Tuesday (Oct. 15). As of 5 p.m. ET on Oct. 15, $64.417 million of the existing notes, or approximately 99% of the outstanding amount, had been tendered and not withdrawn in the exchange offer (up from the $52.564 million, or 81%, previously reported to have been tendered as of Oct. 11).

Banc of America Securities is the exclusive dealer-manager for the exchange offer and consent solicitation; D.F. King & Co. (banks and brokerage firms should call 212 269-5550; all others should call 800 290-6430) will be the information agent, and HSBC Bank USA will be the exchange agent.

AS PREVIOUSLY ANNOUNCED, Hawk Corp., a Cleveland-based manufacturer of friction products and precision industrial components, said in an S-4 filing with the Securities and Exchange Commission on Aug. 2 that it was beginning an offer to exchange new debt for its $64.725 million of outstanding 10¼% notes and was also soliciting the consent of the noteholders to proposed indenture changes. Hawk said it would exchange the new notes for the existing notes in order to extend the maturity of its debt, although neither the maturity nor the coupon of the proposed new notes was immediately specified in the filing. Hawk said that its domestic subsidiaries would guarantee the payment of interest and principal under the new notes. Hawk also did not formally set an expiration deadline for the offer, nor did it set a deadline for its consent solicitation. It said that the exchange offer and consent solicitation would be subject to the valid tenders of at least a majority of the outstanding notes, and subject to the refinancing of the existing credit facility on terms acceptable to the company and to other customary conditions.

Hawk said that holders tendering their notes would be deemed to have consented to the proposed indenture amendments, which would essentially eliminate all of the restrictive covenants, while holders would have to tender their notes in order to grant consent. It said that holders could withdraw tenders of the outstanding notes at any time before Hawk notifies the trustee for the old notes that it has received valid and unrevoked consents representing a majority of the outstanding notes. Hawk further said that it intends to pay a consent payment for notes tendered by the as-yet-unspecified consent deadline, but it did not specify the amount of that payment in its filing. Any notes which remain outstanding after the expiration of the exchange offer would be subject to the indenture changes, even if the holder did not tender the notes and grant consent.

On Sept. 12, Hawk filed an amendment to its previous S-4 filing, offering specific details about the tender offer for its 10¼% notes and the related consent solicitation. Hawk said initially that the offer to exchange the new notes for existing notes would expire at 5 p.m. ET on Thursday (Oct. 10), while the consent solicitation deadline would be 5 p.m. ET on Oct. 3, (both deadlines were subsequently extended).

Hawk said that it would exchange $1,025.63 principal amount of newly issued 12% senior notes due 2006 per $1,000 principal amount of the existing notes; that total consideration figure includes a consent payment of $25.63 principal amount of the new notes per $1,000 principal amount of the existing notes, for consents received by the consent payment deadline. Hawk will also pay all tendering holders accrued and unpaid interest, in cash. It said that besides having a different coupon and maturity date, the new notes would have different interest payment dates and a different optional redemption schedule than the old notes and some additional limitations on Hawk's ability to incur debt. Under certain circumstances, the company said it might be required to pay additional interest, which could be paid in the form of additional new notes. The other terms of the new notes will be substantially the same as the old notes (before giving effect to the proposed amendments to the old indenture). On Oct. 2, Hawk said that it had extended the consent payment deadline to 5 p.m. ET on Oct. 10, subject to possible further extension, from the originally announced deadline of 5 p.m. ET on Oct. 3. The consent deadline, as extended, thus coincides with the expiration deadline for the exchange offer (both were subsequently further extended).

On Oct. 4, Hawk said it had extended the offer expiration and consent payment deadlines on its offer to 5 p.m. ET on Oct. 11 from the previous Oct. 10 deadline. And said that as of 5 p.m. ET on Oct. 3, $15.147 million of the existing notes had been tendered and not withdrawn in the exchange offer. Hawk also said that it was modifying certain restrictive covenants and other related provisions of the new (12%) notes' indenture. The changes are described in detail in a supplemental prospectus, dated Oct. 4, that has been filed with the Securities and Exchange Commission and sent to the holders of the existing notes, although the company said publicly that neither the cash coupon or maturity date of the new notes, nor the consent payment under the offer, had been changed.

On Monday (Oct. 14), Hawk announced it had received valid and unrevoked consents representing a majority of the outstanding existing notes. As of 5 p.m. ET on Oct. 11, $52.564 million of the existing notes, or approximately 81% of the outstanding amount, had been validly tendered and not withdrawn (up from the $15.147 million previously reported to have been tendered as of Oct. 3). The company said that as per the proposed amendments to the indenture, the guarantees of the existing notes and substantially all covenants relating to those notes will be eliminated, and as a result, any remaining old notes will be structurally subordinated to the new notes and note guarantees issued in the exchange offer. Hawk further said that it was again extending the expiration of the exchange offer and the consent payment deadline until 11 a.m. ET on Tuesday (Oct. 15). The company said it expects to close the exchange offer as soon as practicable thereafter.

Interpool tenders for 6 5/8% '03 notes

Interpool, Inc. said on Wednesday (Oct. 16) that it had begun a tender offer for any and all of its approximately $41 million of remaining outstanding 6 5/8% notes due 2003 (out of the $100 million originally issued in February 1998). The tender offer will expire at 5 p.m. ET on Nov. 15, subject to possible extension. The total consideration being offered in the tender offer is par value - $1,000 per $1,000 principal amount of the notes, plus accrued and unpaid interest. The company plans to pay for the tender offer out of cash on hand. The Altman Group (call 800 206-0007) is the Information Agent for the tender offer.

AS PREVIOUSLY ANNOUNCED, Interpool, a Princeton, N.J. container and transportation equipment leasing company, said on Sept. 20 in a filing with the Securities and Exchange Commission that it had retired $5.205 million of its 6 5/8% notes during the second quarter of 2002, leaving $42.421 million outstanding as of June 30. It recognized an extraordinary gain of $19,000 net of tax expense of $13,000 from the transaction.

It previously retired $17 million of the notes in the fourth quarter of 1999, $8.2 million in the first quarter of 2000 and $27.2 million in the second and third quarters of 2001.

Claxson again amends, extends exchange offer for Imagen 11% '05 notes

Claxson Interactive Group Inc. said on Tuesday (Oct. 15.) that it had amended and again extended its previously announced offer to exchange new debt for the existing 11% senior notes due 2005 of its Imagen Satelital SA subsidiary, and the related solicitation of noteholder consents.

Claxson is now offering $555 in principal amount of Its new senior notes in exchange for each $1,000 principal amount of the existing notes, and has increased the consent payment to $30.00 per $1,000 principal amount of old notes, payable to all holders who tender their existing notes be the new exchange deadline (5 p.m. ET on Oct. 28, subject to possible further extension). That deadline was extended from the previous expiration date of Oct. 11. As of 5 p.m. ET on Oct. 11 Claxson had received tenders from holders of approximately $12.8 million in aggregate principal amount of the old notes, unchanged from the previously reported tendered amount.

Claxson said that any noteholder who had previously tendered their old notes would be automatically be eligible to receive all of the new and improved terms of exchange offer. It said that it had reached an agreement on the economic terms of the exchange offer with a group of non-tendering holders who represent approximately 80% of the outstanding principal amount of the existing notes. Accordingly Claxson has increased the minimum participation threshold to 93% from the previous 66 2/3%. It said that based on the agreement reached with these holders, and including the 16% of the notes that had previously been tendered, the company expects to reach the new minimum participation threshold.

D.F. King & Co. (contact Tom Long at 212 493-6920 is the information agent for the exchange. Banco Rio de la Plata (contact Eduardo Rodriguez Sapey at 011 5411 4341 1013 in Buenos Aires) is the Argentina Trustee and Rep. Exchange Agent.

AS PREVIOUSLY ANNOUNCED, Claxson, a Buenos Aires, Argentina-based multimedia company providing branded Spanish- and Portuguese-language entertainment content, said on June 28 that it had begun an exchange offer and related consent solicitation for all $80 million of Imagen's 11% notes, under which it would offer $410 of its new 7.25% senior notes due 2010 per $1,000 principal amount of the existing Imagen notes (the amount of new notes and their interest rate were both subsequently increased). Claxson also said that it was soliciting proxies from holders of the existing notes to vote in favor of the proposed amendments to the notes' indenture, and was offering a consent payment equal to $10 per $1,000 principal amount (subsequently raised) to holders of the existing notes tendering them by the original consent payment deadline of 5 p.m. ET on July 18, although this was subsequently extended. Claxson initially set 5 p.m. ET on July 31 as the exchange offer expiration deadline, although this also was subsequently extended. It said the exchange offer would be conditioned upon the receipt of tenders of at least 95% of the outstanding principal amount of the existing Imagen notes, as well as the approval by the Argentine government Comision de Valores of the public offering of the newly issued notes in Argentina, as well as other customary conditions. Claxson said that the new notes will not be registered for unlimited public trading under the U.S. Securities Act of 1933, as amended, and will only be offered in the U.S. to qualified institutional buyers and accredited investors in private transactions and to persons outside the Unites States in off-shore transactions, as defined by the Act. The new notes will be listed on the Buenos Aires Stock Exchange.

On Aug. 1, Claxson Interactive Group said it was extending the exchange offer and consent solicitation for the Imagen 11% notes to 5 p.m. ET on Aug. 14, subject to possible further extension, from the original July 31 deadline. As of 5 p.m. ET on July 31, Claxson had received tenders from the holders of approximately $7.7 million of the outstanding existing notes. Claxson also said that it continues to solicit proxies in favor of proposed indenture changes from the holders of the existing notes, extending the consent payment expiration date to 5 p.m. ET on Aug. 14, subject to possible further extension, from the original July 18 consent deadline; the extended consent deadline would thus coincide with the actual expiration of the tender offer itself. It said that holders who have already tendered their existing notes, or those who tender them by the extended Aug. 14 deadline and who do not withdraw their tenders, would be entitled to receive the consent payment. On Aug. 15, Claxson again announced that the offer had been extended, to 5 p.m. ET on Aug. 28. Claxson said it was in active discussions with the holders of the existing notes who had not yet tendered, with the goal of obtaining full participation. It further said that except for the extension of the expiration date and consent payment expiration date, all other terms and provisions of the exchange offer remained the same.

On Aug. 28, Claxson said it had again extended the exchange offer as well as the consent solicitation to 5 p.m. ET on Aug. 30, subject to possible further extension, from the previous Aug. 28 deadline. As of 5 p.m. ET on Aug. 28, Claxson had received tenders from holders of approximately $8.1 million principal amount of the outstanding Imagen existing notes, unchanged from the amount which had been exchanged by Aug. 14, as outlined in its previous extension announcement.

On Sept. 3, Claxson announced that it had again extended the exchange offer, to 5 p.m. ET on Sept. 16, subject to possible further extension, from the previous deadline of Aug. 30. It said that as of 5 p.m. ET on Aug. 30, it had received tenders from holders of approximately $8.1 million principal amount of the outstanding Imagen existing notes, unchanged from the amount which had been exchanged from Aug. 28, as outlined in its previous extension announcement. Claxson also said that it had increased the compensation it was offering to $500 of its new senior notes due 2010 per $1,000 principal amount of the existing notes, and had also increased the interest rate on the proposed new notes by 100 basis points, from the originally announced 7.25% to 8.25%. In addition, Claxson increased the consent payment to $15 per $1,000 principal amount of the old notes, payable to all holders tendering their notes by the new expiration date. Claxson furthermore said that it had provided that Imagen will unconditionally and irrevocably guarantee on a senior basis all the interest and principal payments on the new notes. It said that any 11% noteholder who had previously tendered their existing notes would automatically be eligible to receive all of the new and improved terms without taking any action.

On Sept. 17, Claxson said that it had again extended its Imagen exchange offer, to 5 p.m. ET on Sept. 24, subject to possible further extension, from the previous Sept. 16 deadline. As of 5 p.m. ET on Sept. 16, Claxson had received tenders from holders of approximately $12.7 million principal amount of the outstanding Imagen existing notes, up from the $8.1 million amount which had been exchanged as of Aug. 30, as outlined in its previous extension announcement.

On Sept. 24, Claxson said it had amended its exchange offer, raising the interest rate on the proposed new notes by 50 basis points to 8.75%, increasing the consent payment to US$18.75 per US$1,000 principal amount of existing notes tendered, increasing the extraordinary cash payments on the new notes, and also now providing for the amortization of principal beginning in 2006. Claxson said it had fully outlined the changes in the offer in a new supplement to the official Offering Memorandum dated Sept. 24. It said that any holder who had previously tendered their existing notes would be automatically eligible to receive all of the new and improved terms of the exchange offer. Claxson also again extended the expiration date of the offer to 5 p.m. ET on Oct. 8 from the previous Sept. 24 deadline, subject to possible further extension, and said that as of 5 p.m. ET on Sept. 24, the company had received tenders from holders of approximately $12.8 million of the existing notes, up slightly from the US$12.7 million that had been received from the holders as of Sept. 16, as outlined in its previous extension announcement. On Oct. 9, Claxson again extended the deadline to 5 p.m. ET on Oct. 11, subject to possible further extension, from the previous Oct. 8 deadline. As of 5 p.m. ET on Oct. 8, the company had received tenders from holders of approximately $12.8 million of the existing notes, unchanged from the amount which had been tendered as of Sept. 24 as outlined in its previous extension announcement.

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