Ispat amends and extends swap offer for Imexsa 10 1/8% '03 certificates

Ispat International NV (IST) (B3/B+) said on Thursday (June 20) that its Mexican operating subsidiary, Ispat Mexicana, SA de CV - commonly known as Imexsa - has issued a supplemental offering memorandum, letter of transmittal and other ancillary documents amending and supplementing its previously announced exchange offer for all of its outstanding 10 1/8% Senior Structured Export Certificates due 2003 of Imexsa Export Trust No. 96-1. The supplemental documents describe the previously announced agreement in principal which Imexsa has reached with a group of holders comprising over a majority of the aggregate outstanding principal amount of the Senior Certificates, effectively amending the original terms of the exchange offer. The group of holders has indicated that it currently intends to participate in the amended exchange offer, which has been extended to 5 p.m. ET on June 28, subject to possible further extension, from the previous June 21 deadline. The amended exchange offer is conditioned upon the holders of not less than 96% of the outstanding principal amount of Senior Certificates (up from 95% previously) having validly tendered and not withdrawn their Senior Certificates prior to the expiration deadline and upon the other terms and conditions set forth in the supplemental documents. AS PREVIOUSLY ANNOUNCED, Ispat International, an international steel producer based in Rotterdam, the Netherlands, said on Jan. 25 that Imexsa, its Mexican operating subsidiary, had begun an exchange offer for all the outstanding 10 1/8% certificates issued by Imexsa Export Trust No. 96-1. The exchange offer was originally slated to expire at 5:00 p.m. ET, on Feb. 22, although this deadline was subsequently extended several times. Under the original terms of the exchange offer, Imexsa offered to exchange its 10 1/8% senior notes due 2008 for the Imexsa export certificates (this was subsequently amended to change the notes being offered to new Imexsa Export Trust No. 96-1 10 5/8% Senior Structured Export Certificates due 2005), which would be fully and unconditionally guaranteed by Ispat on a senior unsecured basis. Ispat said the exchange offer is conditioned upon the holders of at least 95% of the Imexsa senior certificates having validly tendered them and not withdrawn them prior to the expiration date and upon the other terms and conditions set forth in Imexsa's official Offering Memorandum and Consent Solicitation Statement dated January 24 (the threshold was subsequently raised slightly to 96%). Ispat further said that Imexsa was soliciting consents from holders of the senior certificates to amend the agreements governing them. Holders tendering their senior certificates in the exchange offer would also have to deliver consents, which could not be withdrawn after the earlier of either a) the expiration date, or b) whenever the requisite consents required to amend the agreements governing the senior certificates are received. On May 15, Ispat said that the exchange offer had been extended to 5 p.m. ET on May 31 from the previous expiration deadline of 5 p.m. ET on May 15. On June 3, Ispat said that Imexsa had again extended the exchange offer to 5 p.m. ET on June 21, subject to possible further extension, from the previous May 31 expiration date. Ispat said that the exchange offer was extended following an agreement in principle on the final terms of exchange reached with a group of holders representing over 75% of the outstanding certificates. Under the a greed upon terms of the exchange offer, Imexsa would offer to exchange new 10 5/8% Senior Structured Export Certificates due 2005 to be issued by Imexsa Export Trust No. 96-1 for the validly tendered existing certificates which are accepted for exchange (this in place of the 10 1/8% senior notes due 2008 which the company initially offered to the certificate holders). The new certificates would be fully and unconditionally guaranteed by Ispat and certain of the subsidiaries of Imexsa on a senior unsecured basis. The new certificates would also be secured on a pro-rata basis with Imexsa's bank loans by liens on certain of the company's assets and by a pledge of the stock of Imexsa and Grupo Ispat International SA de CV. The amended exchange offer would be conditioned upon the holders of not less than 95% of the outstanding existing certificates having validly tendered their certificates and not withdrawn them prior to the expiration date (subsequently raised to 96%) and upon the other terms and conditions outlined in Imexsa's official Offering Memorandum and Consent Solicitation Statement; the company said a supplement to the original Offering Memorandum would be distributed to senior certificate holders containing the amended terms of the exchange offer. The terms of the related previously announced consent solicitation were unchanged. Ispat further said that Imexsa had also reached an agreement in principle with all of its bank lenders on the proposed terms of a restructuring of its bank loans. In connection with the bank debt restructuring and the amended exchange offer, Imexsa's shareholders agreed to provide a $20 million loan for working capital purposes. Dresdner Kleinwort Wasserstein (call 212 969-2700, ask for Mark Hootnick) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (call 800 847-4870, ask for Tom Lang) is the information agent for the exchange offer.

Kronos sells bonds for NL Indus 11¾% '03 note redemption

Kronos International Inc. (B2/BB-) was heard by high yield market syndicate sources on Wednesday (June 19) to have sold E285 million of new 8 7/8% senior secured notes due 2009, the proceeds of which are to be used to redeem corporate parent NL Industries Inc.'s (B1/BB-) outstanding 11¾% senior secured notes due 2003. AS PREVIOUSLY ANNOUNCED, NL Industries, a Houston-based chemical company that makes titanium dioxide pigments, said on May 30 that Kronos International, its indirect wholly owned subsidiary, planned to offer €270 million ($253 million at current exchange rates) of new seven-year senior secured notes in the Rule 144A market, with a portion of the expected proceeds to be used to redeem NL's $169 million of outstanding 11¾% notes. High yield market sources heard that Deutsche Bank Securities would likely lead-manage the deal for NL, and for Kronos, which conducts NL's European titanium dioxide pigment operations; they said other underwriters might also emerge; and a portion of the proceeds would be used to repay other debt as well.

Spectra Site extends tender offers for five series of notes

SpectraSite Holdings Inc. (Caa3/B) said on Wednesday (June 19) that it had extended its previously announced tender offers for five issues of its senior and senior discount notes; the offers are now set to expire at 5 p.m. ET on June 26, subject to possible further extension. The offers had previously been extended to 5 p.m. ET on June 19. SpectraSite said that as of that prior deadline, noteholders had tendered to the company $40.9 million principal amount of SpectraSite's 10¾% senior notes due 2010, $18.4 million principal amount of its 12½% senior notes due 2010, $16.8 million principal amount at maturity of its 12% senior discount notes due 2008, $9.5 million principal amount at maturity of its 11¼% senior discount notes due 2009 and $1.2 million principal amount at maturity of its 12 7/8% senior discount notes due 2010. The tendered notes would have an aggregate purchase price under the terms of the tender offers of approximately $38.7 million. SpectraSite said the tendered notes could be withdrawn by their holders at any time prior to the now-extended expiration date. Earlier Wednesday, SpectraSite had announced that it would continue the tender offers as scheduled, after the previously announced attempt by some of the noteholders to challenge the tenders was rejected by the court hearing the case. The company said that the presiding judge in the case issued an order on Tuesday (June 18), stating that the court would not consider the plaintiffs' request for a temporary restraining order prior to the currently scheduled expiration time of the tender offers. SpectraSite said that it had accordingly advised the court that it would proceed with the tender offers and that it planned to close the tender offers as soon as it believed that all of the conditions to the tender offers had been satisfied or waived. The company said later Wednesday that the court case was continuing, with a hearing on the plaintiffs' request for a temporary restraining order scheduled to take place on Friday afternoon, June 21. AS PREVIOUSLY ANNOUNCED, Spectra Site, a Cary, N.C.-based communications antenna tower operator, said on May 16 that it would shortly commence debt tender offers to repurchase certain of its senior notes. The company said it expected to begin the tender offers no later than May 22. SpectaSite said it would repurchase portions of the five outstanding issues of its senior notes at a maximum aggregate purchase price of $340 million. The offers would have a minimum condition requiring that the company receive tenders for notes with an aggregate purchase price of $300 million (this was subsequently adjusted downward to $150 million). SpectraSite said it would make a separate offer for each issue of notes, with tenders to be accepted within price ranges specified by SpectraSite. The company said it planned to purchase up to $115 million of its $200 million of currently outstanding 10¾% senior notes due 2010 at a price within a range of $435 to $495 per $1,000 principal amount, for a total expected expenditure for that series of notes of $50 million. It planned to purchase up to $110 million of its $200 million of currently outstanding 12½% senior notes due 2010 at a price within a range of $455 to $520 per $1,000 principal amount, for a total expected expenditure for that series of notes of $50 million. It planned to purchase up to $148 million of its $225 million (principal amount at maturity) zero-coupon/12% senior discount notes due 2008, at a price within a range of $305 to $350 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $45 million. It planned to purchase up to $392 million of its $587 million (principal amount at maturity) zero-coupon/11¼% senior discount notes due 2009, at a price within a range of $255 to $290 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $100 million. And it planned to purchase up to $413 million of its $560 million (principal amount at maturity) zero-coupon/12 7/8% senior discount notes due 2010, at a price within a range of $230 to $260 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $95 million. The maximum amount of each series of notes to be purchased would assume the lowest price in the range of prices specified. SpectraSite said it planned to use up to $340 million of the proceeds of a new $350 million financing to be provided, subject to certain conditions, by the private equity firm of Welsh, Carson, Anderson & Stowe to acquire the outstanding bonds through a "modified Dutch auction." SpectraSite said it would use $10 million of the proceeds of the new financing to refinance a portion of its senior credit facility. SpectraSite further said that If the debt tender offers were completed, subject to certain conditions to be set forth in the official Offers to Purchase, Welsh Carson had agreed to fund up to $350 million of new convertible term notes. SpectraSite said it would also make private offers to bondholders deemed "Qualified Institutional Buyers," to exchange the same issues of senior notes for up to $75 million of new convertible debt. The exchange offers would close after the debt tender offers, and the debt tender offers would not be conditioned on the exchange offers. The interest rate and conversion price of the notes offered in the exchange offers would likely be similar to those contained in the new Term Notes, which would have a 12 78% coupon and a $0.65 per share conversion price. The notes offered in the exchange offer would not be registered under the Securities Act of 1933 and could not be offered or sold in the United States, absent registration or an applicable exemption from registration requirements. The company said that notes tendered under terms of one of its offers could be withdrawn at any time prior to the expiration date. It said the debt tender offers would be subject to customary conditions as well as the minimum condition. On May 20, SpectraSite said in an 8-K filing with the Securities and Exchange Commission that it had begun its cash tender offers for the five issues as previously outlined, and set June 18 as the expiration date for the tender offers, which was subsequently extended. Besides the minimum tender condition - now adjusted downward - and the Welsh Carson convertible term note financing condition, as previously outlined, SpectraSite said the tender offers would also be subject to the receipt of all necessary consents from the lenders under SpectraSite's existing credit facility. In addition to the tender offers for the five series of notes, SpectraSite and its SpectraSite Intermediate Holdings, LLC affiliate also began a previously outlined offer to qualified institutional buyers within the meaning of Rule 144A of the Securities Act of 1933 to exchange up to $75 million of newly issued 12.875% convertible notes due 2008 for a portion of the outstanding notes not purchased in the aforementioned tender offers, and said the new exchange notes would be structurally senior to the existing notes. SpectraSite said that while the tender offers would not be conditioned on the exchange offers, the exchange offers - which were expected to expire after the expiration of the tender offers - would be conditioned upon, among other things, the completion of the tender offers to the extent necessary to satisfy the aforementioned $300 million minimum tender condition. On June 12, SpectraSite said that it had amended its previously announced tender offers to reduce the minimum tender condition, so that the offers would now be conditioned on the company receiving valid tenders, not subsequently withdrawn, for notes having an aggregate purchase price (as determined by the "modified Dutch auction" process) of at least $150 million, down from the original minimum tender threshold of $300 million. SpectraSite said the other conditions of the tender offers and the price ranges of the "modified Dutch auctions" remain unchanged. The conditions to the previously announced funding of an issue of up to $350 million of new Term Notes by Welsh, Carson in connection with the tender offers also remained unchanged, including the condition that SpectraSite complete purchases of the outstanding notes at an aggregate purchase price of at least $300 million. SpectraSite further said that if the amount funded by Welsh Carson exceeds the total amount used to repurchase the existing notes in the tender offers (plus another $10 million that would be used to refinance indebtedness under SpectraSite's existing credit facility), SpectraSite would then use the excess cash proceeds for general corporate purposes, which could include purchasing additional existing notes in the open market. The company said it reserved the right, at its sole discretion, to purchase any notes remaining outstanding following the tender offers and the related exchange offers. Such purchases could be made from time to time through open market or privately negotiated transactions, via one or more additional tender or exchange offers, or otherwise upon such terms and at such prices as SpectraSite might determine, with such excess proceeds or other available funds. The prices the company would pay in such subsequent purchases might be either higher or lower than those in the current tender offers. SpectraSite further said that the current tender offers for the notes have been extended from the earlier June 18 deadline and would now expire at 5 p.m. ET on June 19, subject to possible further extension. It added that no securities had been deposited to date. On Monday (June 17), SpectraSite said that it had been informed that certain holders of the outstanding notes had filed a complaint in the U.S. District Court in Wilmington, Del. seeking, among other things, to prevent SpectraSite from continuing and completing its tender offers for the notes. SpectraSite said the complaint alleged that the tender offers and the transactions contemplated in connection with the tender offers, including the funding of an issue of up to $350 million of new Term Notes by Welsh, Carson, Anderson & Stowe in connection with the tender offers, violated the notes' indentures, as well as the Trust Indenture Act and other securities laws and further contended that the offer resulted in a breach of the fiduciary duties owed by SpectraSite, its Board of Directors and Welsh Carson to holders of the notes. SpectraSite said in response that it believed the claims were without merit and vowed to vigorously defend against the action. Goldman, Sachs & Co. (call 800 828-3182) is the dealer manager for the debt tender offers. D.F. King & Co. Inc. (call 800 431-9633 or 212 269-5550) is the information agent.

AmeriCredit gets consents from 9 ¼% '04 noteholders

AmeriCredit Corp. (Ba1/BB-) said on Wednesday (June 19) that it had had received tenders and consents from the holders of approximately 77.4% of its $175 million of outstanding 9¼% senior notes due 2004 in connection with its previously announced tender offer for the notes and the related solicitation of noteholder consents to proposed indenture changes. The consent solicitation expired as scheduled at 5 p.m. ET on June 19 without extension. The tendered notes have been accepted for payment. The company said that the previously announced total consideration of $1,023.13 per $1,000 principal amount of notes, payable to those holders who validly tendered their notes at or before the consent deadline, would be deposited by AmeriCredit with the notes' trustee, Bank One NA, on or about June 20. Furthermore, AmeriCredit and the trustee have executed supplemental indentures incorporating the desired indenture changes, as described in AmeriCredit's official Offer to Purchase and Consent Solicitation Statement dated June 6. AmeriCredit also formally announced the completion of its previously announced sale of new seven-year notes, the proceeds of which will be used to redeem its existing 9¼% notes. AS PREVIOUSLY ANNOUNCED, AmeriCredit, a Fort Worth, Tex.-based auto finance company, said on June 5 that it would begin a tender offer for all of its outstanding 9¼% notes, and a related solicitation of noteholder consents to proposed indenture changes. The company said the consent solicitation period would expire at 5 p.m. ET on June 19, and the tender offer would expire at 12 midnight ET on July 3, both deadlines subject to possible extension. Noteholders validly tendering their notes and delivering consents to the proposed amendments by the consent date would receive total consideration of $1,023.13 per $1,000 principal amount of notes, including a $20 per $1,000 principal amount consent payment. The proposed amendments the company sought consents for would eliminate substantially all of the restrictive covenants and certain events of default from the indentures governing the notes. Holders tendering their notes would be required to also consent to the proposed amendments, and holders consenting to the proposed amendments would be required to also tender their notes. Holders validly tendering their notes after the consent date could only receive tender consideration of $1,003.13 per $1,000 principal amount and would not receive the consent payment as part of their total consideration. AmeriCredit said it planned to redeem any notes not tendered under its offer at a redemption price of $1,023.13 per $1,000 principal amount, in accordance with the terms and conditions of the indentures governing the notes. The company said it planned to fund the tender offer with the net proceeds from its proposed issuance of $300 million aggregate principal amount of notes (the company separately announced the planned Rule 144A issuance on June 5). It said the tender offer would be conditioned upon the completion of the proposed sale of the notes and other general conditions. On June 13, high yield market syndicate sources heard that AmeriCredit had sold $175 million of new 9¼% senior notes due 2009, a smaller amount than AmeriCredit had originally intended due to market conditions. Bear, Stearns & Co. Inc. is acting as Dealer Manager for the tender offer and Solicitation Agent for the consent solicitation (call the Bear Stearns Global Liability Management Group at 877 696-2327). D.F. King & Co., Inc. (call 800 431-9642) is the information agent. Bank One, NA is the depositary for the offer.

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