Ferrellgas shortens 9 3/8% '06 note tender

Ferrellgas Partners, L.P. (B1/BB-) said on Wednesday (Sept. 11) that it had pushed up the expiration date of its previously announced tender offer for its 9 3/8% senior secured notes due 2006, to 9 a.m. ET on Sept. 24, from the previously scheduled deadline of 9 a.m. ET on Sept. 27. The other terms of the tender offer, including all conditions, remain unchanged. The company said that as of 5 p.m. ET on Sept. 10, noteholders had tendered and not withdrawn $158.9 million of the notes, representing approximately 99% of the outstanding amount. High-yield market sources also said that Ferrellgas had sold $170 million of 10-year senior notes late Tuesday (Sept. 10) via an underwriting group led by joint book-running managers Credit Suisse First Boston and Banc of America Securities, the proceeds of which are to be used to finance the tender offer.

AS PREVIOUSLY ANNOUNCED, Ferrellgas, a Liberty, Mo.-based retail marketer of propane gas (second largest in the U.S.), said on July 1 that it was beginning a tender offer for all of its $160 million of outstanding 9 3/8% notes, as well as a related solicitation of noteholder consents to proposed indenture changes which would, among other things, eliminate specified obligations, covenants and events of default in the notes and the indenture governing the notes. Ferrellgas initially said that the tender offer would expire at 9 a.m. ET on July 30, while the consent solicitation deadline would be 5 p.m. ET on July 16, with both deadlines subject to possible extension (the offer expiration was subsequently extended).

The company set the total consideration for its offer at $1,032.50 per $1,000 principal amount of the notes tendered, plus accrued and unpaid interest up to, but not including, the payment date. It said the total consideration would include a consent payment of $1.25 per $1,000 principal amount, payable to those holders validly tendering their notes by the consent deadline and not subsequently withdrawing them, thus giving their consent to the proposed indenture changes. The company said it would not accept tenders of notes up to the consent deadline unless they were also accompanied by a valid consent to the indenture changes, while a consent would not be accepted unless a valid tender of the notes also accompanied it. The company said that the tender offer and consent solicitation would be conditioned upon, among other things, the receipt by Ferrellgas of proceeds from a public offering of new senior notes sufficient to pay the principal amount of the notes being purchased, plus, to the extent that proceeds will be available, accrued interest and all related premiums, costs and expenses, on terms and conditions satisfactory to Ferrellgas.

On July 17, Ferrellgas said that it had that it had received the requisite amount of noteholder consents to proposed indenture changes. It further said that as of the July 16 consent solicitation deadline, holders of more than a majority of the outstanding notes had given their consents. On July 31, the company said that it had extended the tender offer's expiration date until 9 a.m. ET on Aug. 16, subject to possible further extension, from the previous July 30 deadline. Ferrellgas said that as of 5 p.m. ET on July 29, holders of $158.4 million of the notes, or 99% of the outstanding aggregate amount, had tendered those notes and had not subsequently withdrawn them. On Aug. 16, Ferrellgas said that it had again extended the tender offer expiration until 9 a.m. ET on Sept. 27, subject to possible further extension. It said that the other terms of the tender offer, including all conditions, would remain unchanged. As of 5 p.m. ET on Aug. 15, noteholders had tendered and had not withdrawn $158.9 million aggregate principal amount of the notes (up slightly from the $158.4 million reported tendered as of July 29), representing approximately 99% of outstanding amount.

Credit Suisse First Boston Corp. (call 800 820-1653 or 212 538-8474) is acting as dealer manager in connection with the tender offer and consent solicitation. The information agent for the tender offer is Georgeson Shareholder Communications Inc.(call 800 645-7638 or 212 440-9800).

Jefferson Smurfit sells new notes to fund 9¾% '03 notes tender

Smurfit-Stone Container Corp. said on Tuesday (Sept. 10) that it its wholly owned indirect subsidiary, Jefferson Smurfit Corp. (U.S.), had sold $700 million of new 10-year senior notes in a Rule 144A private placement transaction involving qualified institutional buyers. A portion of the net proceeds from the new notes are to be used to repurchase up to $500 million aggregate principal amount of Jefferson Smurfit's outstanding 9¾% senior notes due 2003 under a previously announced tender offer and related consent solicitation, and to pay related tender fees and premiums, including consent payments. Jefferson Smurfit expects to use the remaining proceeds to fund a portion of the purchase price relating to the previously-announced acquisition of the Stevenson, Ala. mill from MeadWestvaco Corp.

AS PREVIOUSLY ANNOUNCED, on Aug. 27, Smurfit-Stone Container, a Chicago based maker of paper packaging formerly known as Stone Container Corp. before its acquisition several years ago by Dublin, Ireland-based paper packaging maker Jefferson Smurfit Group plc., said that its Jefferson Smurfit Corp. (U.S.) subsidiary was beginning a tender offer for its $500 million of outstanding 9¾% notes, as well as a related solicitation of noteholder consents to proposed indenture changes, which would eliminate substantially all restrictive covenants and certain event of default provisions. The tender offer was undertaken as part of a previously announced larger series of transactions which will see Smurfit-Stone Container Corp.'s parent company sold to U.S. equity investment firm Madison Dearborn Partners Inc. for $3.6 billion. As part of that transaction, Jefferson Smurfit Group will spin off its 29.3% stake in Smurfit-Stone Container.

The company set a consent deadline of 5 p.m. ET on Sept. 6, and said the tender offer would expire at 5 p.m. ET on Sept. 24, with both deadlines subject to possible extension. Smurfit-Stone said it would set the consideration to be paid for the notes based on a 75 basis-point fixed spread over the yield of the reference security, the 5½% U.S. Treasury Note due March 31, 2003. The total consideration payable to those holders who tender their notes by the consent deadline will include a $30 per $1,000 principal amount consent fee (which will not be payable to holders tendering their notes after the consent deadline). All noteholders will also receive accrued interest on their notes up to the settlement date. The tender offer will be conditioned upon - among other things-the satisfaction of a requisite consents condition and a financing condition, each of which is described in more detail in the official Offer to Purchase and Consent Solicitation Statement.

On Friday (Sept. 6), Smurfit Stone Container said that Jefferson Smurfit Corp. (U.S.) planned to issue $700 million of new 10-year senior notes in a Rule 144A private placement transaction involving qualified institutional buyers, a portion of the proceeds of which would be used to repurchase the outstanding 9 ¾% notes under the previously announced tender offer. High yield market syndicate sources indicated that the new bonds would likely price on Wednesday (Sept. 11). The company said that the new notes would be guaranteed by JSCE, Inc., a wholly-owned subsidiary of Smurfit-Stone and the sole stockholder of Jefferson Smurfit Corp. (U.S.), and would rank equally with all of the latter's other senior unsecured indebtedness. The notes will not be registered under the Securities Act of 1933, and, unless so registered, may not be publicly traded in the U.S., except under circumstances allowed by the Securities Act and applicable state securities laws. Jefferson Smurfit said that it had agreed that after the issuance of the new notes, it would file a registration statement relating to an exchange offer for the notes under the Securities Act.

Later that same day (Sept. 6), Smurfit-Stone Container said that as 5 p.m. ET, the previously announced consent solicitation relating to the 9¾% notes - part of the tender offer for those notes - had expired. As of the deadline, Jefferson Smurfit had received tenders of notes and related consents from the holders of approximately 94.5% of the outstanding principal amount of the notes, an amount sufficient to amend the notes' indenture. The company intends to promptly execute a supplemental indenture incorporating the proposed amendments to the indenture, which would become operative when the company accepts for payment the notes tendered under its offer.

Morgan Stanley (call 877 445-0397 or 800 223-2440, ext. 2492) is the dealer-manager for the tender offer. D.F. King &Co., Inc. (bankers and brokers call collect 212 269-5550, others call toll-free 800 714-3312) is the information agent; international inquiries should be directed to D.F. King (Europe) Ltd. at (44 207) 920-9700.

Knology again extends exchange offer for 0%/11 7/8% '07 notes

Knology, Inc. said on Monday (Sept. 9) that it had again extended its previously announced offer to exchange new debt and new convertible preferred shares for the outstanding zero-coupon/11 7/8% senior discount notes due 2007 issued by its Knology Broadband Inc, subsidiary as part of a broader restructuring plan for the company. That offer has been extended to 5 p.m. ET on Sept. 13, subject to possible further extension, from the previously announced Sept. 6 deadline. Knology said that as of Sept. 6, it had received tenders of $354.5 million principal amount at maturity of existing notes, which represented 93% of the outstanding amount of the notes subject to the exchange offer, meaning those notes not currently held by another subsidiary of Knology. Those latter notes are to be cancelled at the completion of the offer. The amount of notes tendered is up slightly from the $353.3 million which was announced on Aug. 23.

AS PREVIOUSLY ANNOUNCED, Knology, a West Point, Ga.-based provider of bundled broadband communications services in the U.S. Southeast, said on July 16 that it had reached an agreement in principle with an informal committee of holders of the $444.1 million of outstanding Knology Broadband 11 7/8% notes on a restructuring plan that would significantly reduce the company's debt. Of the outstanding amount of notes, Valley Telephone Co., Inc., a wholly owned Knology subsidiary, owns $64.2 million, leaving $379.9 million of the notes in the hands of other holders. Knology said that including Valley, bondholders representing 79.4% of the outstanding notes had agreed to the terms of the restructuring plan and had agreed to tender their notes as part of the restructuring. In addition, both of Knology's senior secured lenders agreed to the terms of the restructuring plan, and certain existing stockholders committed to invest $39 million in new equity of Knology, contingent upon a successful restructuring.

Knology said that it anticipated commencing an exchange offer to effect the restructuring as soon as practicable. It said that under the terms of the restructuring, holders of the existing Knology notes not held by Valley Telephone, would be offered an aggregate of $193.5 million principal amount of new 12% senior notes due 2009 and shares of newly issued convertible preferred stock representing approximately 19.3% of Knology's outstanding post-restructuring common shares, on an as-converted basis. Of those amounts, noteholders who are also existing stockholders of Knology and who collectively own approximately $130.6 million of the existing notes would be offered an aggregate of $47.3 million of the new notes and approximately 14.4% of Knology's stock. All other holders of the existing notes (other than Valley), who collectively own approximately $249.3 million of the existing notes, would be offered an aggregate of $146.2 million of the new notes and approximately 4.9% of Knology's stock. The existing notes held by Valley would be canceled, contingent upon a successful restructuring.

Knology also said that certain existing Knology stockholders would (subject to completion of the restructuring), contribute approximately $39 million in cash in exchange for shares of Series C preferred stock of Knology representing approximately 7.8% of the outstanding post-restructuring common shares on an as-converted basis. It further said that all existing common and preferred stock of Knology would remain outstanding and would represent approximately 72.9% of the outstanding post-restructuring common shares, on an as-converted basis. Knology's certificate of incorporation would be amended to authorize the new preferred stock to be issued as part of the restructuring plan and to modify the terms of the existing preferred stock in certain respects. Additionally, Knology's senior secured lenders, Wachovia and CoBank, agreed to modify their existing senior secured credit facilities, subject to the completion of the restructuring.

Knology said that each of the terms of the restructuring, as described would be a condition of the overall restructuring and would have to be completed for the restructuring to become effective. In addition, completion of the planned exchange offer for the outstanding notes would be subject to certain conditions, including the exchange of 100% of the outstanding existing notes (other than those held by non-accredited investors), although this minimum tender condition could be waived under certain circumstances. Knology said that it also planned to solicit noteholder votes in favor of a "prepackaged" plan of reorganization under the Bankruptcy Code, noting that this would be an alternative means of effecting the restructuring in the event that the previously described conditions to completion of the exchange offer were not met. Credit Suisse First Boston Corp. acted as exclusive financial advisor to Knology on the restructuring, while Houlihan Lokey Howard & Zukin Capital acted as exclusive financial advisor to the informal noteholders committee.

On July 25, Knology began its previously announced exchange offer for its Knology Broadband 11 7/8% notes, under the previously announced terms. It said the offer would expire at 5 p.m. ET on Aug. 22 (this deadline was subsequently extended). On Aug. 23, the company said that it had extended that exchange offer to 5 p.m. ET on Sept. 6, subject to possible further extension. Knology said that as of Aug. 22, it had received tenders of $353.3 million principal amount at maturity of existing notes, including guarantees of delivery, which represented 93% of the outstanding amount of the notes subject to the exchange offer, meaning those notes not currently held by Valley Telephone Co., another subsidiary of Knology.

Credit Suisse First Boston (call David Alterman collect at 212 538-0653) is the dealer-manager for the exchange offer, while MacKenzie Partners, Inc. (bankers and brokers call collect at 212 929-5500; all others call toll-free at 800 322-2885) is the information agent.

U.S. Industries begins exchange offer for 7 1/8% '03 notes

U. S. Industries, Inc. said on Monday (Sept. 9) that it has begun an offer to exchange cash and new debt with a higher interest rate and longer maturity for all of its $250 million of outstanding 7 1/8% senior notes due 2003. U.S. Industries, a West Palm Beach, Fla.-based company which makes and markets branded bath and plumbing products, as well as vacuum cleaners for the consumer market, said that the exchange offer is being undertaken in connection with its previously announced plan to extend the maturity of its debt. The company said that if the exchange offer is consummated, holders who tender their notes on or before the expiration deadline (midnight ET on Oct. 4, subject to possible extension) will receive an amount of cash and principal amount of new 9 1/8% senior notes due Dec. 31, 2005 that is together equal to the principal amount of the existing notes which are tendered. The other terms of the new notes will be substantially similar to the existing notes.

U.S. Industries also said that in connection with the exchange offer, it is also soliciting consents from a majority of the holders of the current notes to a proposed indenture amendment which would allow the cash deposited in a cash collateral account from the sales of U.S. Industries' non-core assets that is proportionally allocable to tendering holders to be used to pay the cash consideration portion of the exchange offer. In addition to the consideration, the company will pay a $5 per $1,000 principal amount of notes tendered consent payment (to be paid out of the company's general working capital) to those holders who deliver their consents to the proposed amendment by tendering their notes for exchange by the consent date, which will be the later of either Sept. 20 OR the date on which holders of a majority of the current notes deliver their consents to the proposed indenture amendment.

The company anticipates that the amount of cash that it will have available to distribute in exchange for the validly tendered existing notes will be approximately $110 million, of which $89.3 million is currently on deposit in a cash collateral account. As previously announced, The company expects to complete the sale of its SiTeco Holdings GmbH subsidiary by the end of September, prior to the expiration date of the exchange offer, and expects to allocate approximately $21 million of the proceeds from that sale to collateralize the current notes, and accordingly, pay this cash to the tendering holders of those notes. The cash allocable to those existing notes that are not exchanged will remain in the cash collateral account. Upon consummation of the sale of SiTeco, U.S. Industries intends to promptly publicly announce the amount of sale proceeds allocable to the holders of the existing notes. If for any reason the SiTeco sale is not consummated by the expiration date, that amount will not be available to be distributed in the exchange offer.

US Industries further announced that it has received agreement from the lenders holding a majority of the commitments under its senior bank facilities to extend the maturity of its bank debt, which is subject to customary conditions including the execution by 100% of the lenders under U.S. Industries' senior bank facilities of final documentation providing for the extension. The amendment will extend the maturity date of the bank debt from Nov. 30 of this year to Oct. 1, 2003, with a further automatic extension to Oct. 4, 2004 if the exchange offer is successful.

With the proceeds from its previously announced asset disposal plan and working capital initiatives, U.S. Industries will have reduced its total net debt and letters of credit outstanding to approximately $602 million - a reduction of approximately $751 million since June 30, 2001 - after application of the anticipated proceeds of the SiTeco sale. That debt reduction includes paydown of the company's senior debt and the credit facilities of Rexair Holdings, Inc. and Rexair, Inc. (which were acquired in August of 2001), the reduction of letter of credit facilities and the amounts deposited into collateral accounts for the benefit of the holders of our senior notes and other creditors.

The exchange offer and the related consent solicitation are subject to customary conditions, including the participation of a minimum of 90% of the current holders of 7 1/8% notes, the receipt of the requisite consents to the indenture amendment and satisfactory amendment of the bank debt.

Georgeson Shareholder Communications Inc. is the information agent for the exchange offer and consent solicitation (banks and brokers should call collect at 212-440-9800; all others should call toll- free at 866 807-2995).

Ispat completes swap offer for Imexsa 10 1/8% '03 certificates

Ispat International NV (B3/B+) said on Monday (Sept. 9 ) that its Mexican operating subsidiary, Ispat Mexicana, SA de CV - commonly known as Imexsa (D) - had completed its previously announced exchange offer for all of the outstanding 10 1/8% Senior Structured Export Certificates due 2003 of its Imexsa Export Trust No. 96-1. The offer expired as scheduled at 5 p.m. ET on Sept. 4, with no further extension. The company said that as of the deadline, 100% of the outstanding certificates had been tendered and had not been withdrawn, up from the 89.25% of the notes which had previously been reported as having been tendered by 5 p.m. ET on the previous Sept. 3 expiration deadline. Under the terms of the exchange offer, Imexsa issued new Imexsa Export Trust No. 96-1 10 5/8% Senior Structured Export Certificates due 2005 in exchange for the old certificates.

The new Senior Certificates are fully and unconditionally guaranteed by Ispat, Grupo Ispat International SA de CV and certain of the subsidiaries of Imexsa on a senior basis. The new certificates are also secured on a pro-rata basis with Imexsa's bank loans by liens on certain assets of Imexsa and by a pledge of the stock of Imexsa and Grupo Ispat International. Imexsa also reported that it has completed amendments to each of its bank loans providing for, among other things, deferral of a substantial majority of its amortization obligations through 2005.

AS PREVIOUSLY ANNOUNCED, Ispat International, a global 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 a number of 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. IST 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 agreed 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.

On June 20, Ispat said that Imexsa had issued the supplemental offering memorandum, letter of transmittal and other ancillary documents amending and supplementing the exchange offer, as previously outlined. It said that the group of bondholders with whom the company had agreed on the amended terms for the offer indicated that it currently intends to participate in the amended exchange offer, which was also been extended to 5 p.m. ET on June 28, (this deadline was subsequently extended again, first to July 12 and then to July 29 ). It said the amended exchange offer would be 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 them by the extended expiration deadline, and upon the other terms and conditions set forth in the supplemental documents.

On July 12, Ispat said that the exchange offer had been extended to 5 p.m. ET on July 29, subject to possible further extension, from the previous July 12 deadline. It announced on July 29 that the exchange offer had again been extended, to 5 p.m. ET on Aug. 23, subject to possible further extension, from the previous July 29 deadline, to allow for additional time to complete the required documentation. On Aug. 26, Ispat announced that the exchange offer had again been extended to 5 p.m. ET on Sept. 3, subject to possible further extension, from the previous Aug. 23 deadline, to allow for additional time to complete documentation required under the agreed upon terms of the exchange. It said that as of Aug. 22, senior certificates representing over a majority of the outstanding principal amount had been tendered under the terms of the exchange offer. The company said it was extending the exchange offer to permit the remaining holders adequate time to tender their certificates.

On Sept. 4, Ispat announced yet another extension of the exchange offer, to 5 p.m. ET on Sept. 4, subject to possible further extension, from the previous Sept. 3 deadline. The company said that as of 5 p.m. ET on Sept. 3, holders of 89.25% of the outstanding certificates had tendered them and had not withdrawn them; the exchange offer was extended to allow remaining holders additional time to submit the documentation required under the agreed upon terms of the exchange. Dresdner Kleinwort Wasserstein (call 212 969-2700, ask for Mark Hootnick) was the dealer manager and solicitation agent, and D.F. King & Co., Inc. (call 800 847-4870, ask for Tom Lang) was the information agent for the exchange offer.

ISG Resources extends tender for 10% '08 notes

ISG Resources, Inc (Caa1/CCC) said on Monday (Sept. 9) that it had extended its previously announced tender offer and related consent solicitation for its outstanding 10% senior subordinated notes due 2008. The tender offer was extended to 12 midnight ET on Friday (Sept. 13), subject to possible further extension, from the previous Sept. 6 deadline. Having already received sufficient tenders and consents from its noteholders to amend the notes' indenture, as previously announced, ISG on Wednesday (Aug. 21) entered into a supplemental indenture incorporating the proposed amendments, which will become effective when ISG accepts the tendered notes for payment.

AS PREVIOUSLY ANNOUNCED: ISG Resources, a Salt Lake City, Utah-based provider of coal combustion products management and marketing services to the electric power industry, said on July 25 that it had begun a cash tender offer for its $100 million of outstanding 10% notes, as well as a related consent solicitation. It said the tender offer would expire at midnight ET on Aug. 21, while the consent solicitation would expire at 5 p.m. ET on Aug. 7, with both deadlines subject to possible extension. The total consideration to be paid for each validly tendered note (which includes a $10 per $1,000 principal amount of notes tendered consent payment, where applicable), will be equal to 101% of par (i.e., $1,010 per $1,000 principal amount), plus accrued and unpaid interest on the notes up to, but not including, the date of payment.

Only those holders tendering their notes prior to the consent deadline (thus granting their consent to the proposed indenture changes) would be eligible to receive the consent payment. The indenture amendments would, among other things, eliminate substantially all of the indenture's restrictive covenants and would amend other provisions contained in the Indenture. ISG said that adoption of the amendments would require the consent of the holders of at least a majority of the principal amount of the outstanding notes. Holders tendering their notes would be required to consent to the proposed amendments and holders could not deliver consents to the proposed amendments without tendering their notes in the tender offer. Holders tendering their notes after the consent deadline, though before the expiration deadline, will receive the total consideration less the $10 per $1,000 principal amount consent payment.

ISG said that its corporate parent, Industrial Services Group, Inc, announced on July 15 that it had executed a definitive merger agreement, under which it would be acquired by Headwaters Inc., a developer of alternative fuel and energy related technologies, by means of a merger. ISG said the acquisition is subject to the receipt of required regulatory approvals and other customary conditions. The parties expect the acquisition to be completed on or about Aug. 22. The tender offer for the notes is conditioned upon, among other things, the now-fulfilled requirement of receipt of the consents to the indenture amendments, as well as the completion by Headwaters of its acquisition of Industrial Services Group. ISG further said that under terms of noteholder agreements between ISG Resources and certain institutional holders of the notes, the holders of approximately 61.7% of the outstanding principal amount of the notes agreed to tender their notes under the tender offer and deliver their consents to the proposed amendments prior to the consent deadline, subject to the satisfaction of all the conditions to those noteholder agreements. ISG said it therefore expected to receive the requisite consents prior to the consent date. Notes tendered and consents delivered before the consent deadline may not be withdrawn or revoked, respectively, after the consent deadline.

On Aug. 8, ISG said that it had received sufficient tenders and consents to amend the 10% notes' indenture by the consent solicitation deadline of 5 p.m. ET on Aug. 7, when the solicitation expired as scheduled without extension. As of that deadline, holders of approximately 99% of the outstanding notes had tendered their notes and had consented to the proposed indenture changes. ISG said it planned to execute a supplemental indenture incorporating the newly approved amendments, but added that the amendments would not become effective unless and until the notes were accepted for payment by the company under terms of the tender offer and consent solicitation. ISG cautioned that once the amendments become effective, even holders of notes not tendered in the offer would be bound by them. On Aug. 22, ISG said that it had extended the tender offer and related consent solicitation to 12 midnight ET on Sept. 6, subject to possible further extension, from the original Aug. 21 deadline. ISG said that it had entered into a supplemental indenture on Aug. 21 incorporating the proposed amendments, which are to become effective when ISG accepts the tendered notes for payment.

Morgan Stanley & Co. Inc. (call 800 223-2440 ext. 2492) is acting as the dealer manager for the tender offer and the solicitation agent for the consent solicitation, while D. F. King & Co., Inc. (call 800 848-3402) is the information agent. The depositary for the tender offer is U.S. Bank NA.

Nationwide Credit again extends 10¼% '08 note exchange offer

NCI Holdings, Inc. and Nationwide Credit, Inc. (Ca) said on Sept. 6 that they had again extended their pending offer to exchange all of Nationwide's outstanding 10¼% senior notes due 2008 for common stock of NCI Holdings, Inc. The offer was extended to 5 p.m. ET on Friday (Sept. 13), subject to possible further extension, from the previous Aug. 30 deadline. Nationwide said that to date, it has received tenders of senior notes from the holders of approximately 71.3% of the outstanding notes under the terms of the exchange offer, unchanged from the amount reported on Aug. 23.

AS PREVIOUSLY ANNOUNCED, NCI Holdings and Nationwide Credit Inc., a Kennesaw, Ga.-based financial services company, said on July 12 that their pending exchange offer for the 10¼% notes had been extended to 5 p.m. ET on July 19. The offer had not been publicly announced previously. The company said that as of July 12, it had received tenders of senior notes from the holders of approximately 67.9% of the outstanding notes under the terms of the exchange offer. On July 19, NCI and Nationwide announced that they had again extended the exchange offer to 5 p.m. ET on July 26 from the previous July 19 deadline, and said that as of the previous deadline, they had received tenders of approximately 68.5% of the outstanding notes, up from 67.9% reported on July 12, when the offer had last been previously extended. Although the exchange offer was subsequently extended past the July 26 deadline, no public announcement was made at that time; the next announcement, on Aug. 16, again extended the exchange offer to 5 p.m. ET on Aug. 23, subject to possible further extension, and said that to date, the company had received tenders of senior notes from the holders of approximately 71.6% of the outstanding notes under the terms of the exchange offer, up from 68.5% reported on July 19.

On Aug. 23, Nationwide said it had again extended the exchange offer to 5 p.m. ET on Aug. 30, subject to possible further extension, and said that to date, it has received tenders of senior notes from the holders of approximately 71.3% of the outstanding notes, down slightly from the 71.6% reported on Aug. 16. On Aug. 30, Nationwide said that it had once again extended the exchange offer, to 5 p.m. ET on Sept. 6, subject to possible further extension, and said that to date, it has received tenders of the senior notes from the holders of approximately 71.3% of the outstanding notes, unchanged from the amount reported on Aug. 23. The transaction is being handled by State Street Bank and Trust Co., the depository for the offer as well as trustee for the notes.

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