Korreden announces tender offers for notes, exchangeables due 2014

By Angela McDaniels

Tacoma, Wash., Oct. 20 - Korreden SA announced tender offers for its €79,292,530 principal amount of senior notes due 2014 and Hollandwide Parent BV's €218.06 million principal amount of exchangeable bonds due 2014.

The offer for Korreden's notes due 2014 is being held by its parent company, Qualis SCA. The offer for the exchangeables is being held by Lamart Investment SA, an affiliate of Qualis.

The companies are offering €592.50 per €1,000 principal amount of regular notes and €50.00 per €1,000 principal amount of exchangeables.

The €592.50 price for the regular notes includes an early tender premium of €30.00 for each note tendered with consents by noon ET on Nov. 2, the early tender deadline.

Nov. 1 is an interest payment date for the regular notes. Holders who tender will receive accrued interest from Nov. 1 up to but excluding the settlement date.

Holders of regular notes who also own exchangeables may only tender their regular notes if they also tender all their exchangeables.

Holders of exchangeables who also own regular notes may tender their exchangeables without tendering their regular notes.

Korreden is also soliciting consents from the holders of the regular notes to some amendments to the indenture that would (a) eliminate or modify substantially all of the restrictive covenants relating to the company and its restricted subsidiaries, some reporting obligations and some events of default and related provisions and (b) release the collateral securing the notes and eliminate the covenants relating to security.

The company is offering a consent fee of €0.01 per €1,000 principal amount of notes for which consents are delivered.

In order to remove the restrictive covenants, the company needs consents from the holders of at least 50.1% of the principal amount of outstanding notes. To release the collateral, it needs consents from the holders of at least 90% of the outstanding notes.

The tender offers are subject to the receipt of consents and tenders for at least 50.1% of the outstanding regular notes and the receipt of tenders for an amount of exchangeables that, together with the exchangeables that Lamart and its affiliates currently hold, represents at least 75% of the principal amount of outstanding exchangeables.

The offers and consent solicitation will expire at 11 a.m. ET on Nov. 17. The initial settlement date is expected to be Nov. 4, and the final settlement date is expected to be Nov. 21.

Under a lock-up agreement, holders who together hold or beneficially own 49.5% of the regular notes and 49.6% of the exchangeables have agreed to deliver consents and tender their exchangeables.

However, one of the holders, who holds 4.5% of the regular notes and 4.5% of the exchangeables, has reserved the right not to deliver its consents or tender its exchangeables if it has been instructed by one of its clients or one of the funds managed by it not to do so or if those notes or exchangeables have been sold prior to the early tender deadline.

Rothschild & Cie is assisting Qualis and Lamart with the communication of the offers to holders.

The consent solicitation agent and tender agent is Law Debenture Trust Co. of New York (212 750-6474, james.jones@lawdeb.com or gregg.weissman@lawdeb.com).

Korreden is a real estate holding company based in Paris.

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