J.C. Penney begins exchange offer for three series of notes

J.C. Penney Co. Inc. (Ba3/BBB-) said on Wednesday (June 26) that it would exchange new debt for three series of existing bonds. The Plano, Tex.-based department store operator said that its J.C. Penney Corp. Inc. operating subsidiary plans to offer new 9% notes due 2012 for its existing 6 1/8% notes due 2003, its 7 3/8% notes due 2004 and its 6.90% debentures due 2026, which are putable back to the company as of Aug. 15, 2003. The notes will be issued by the operating subsidiary, with the corporate parent company acting as the co-obligor. J.C. Penney will offer $1,015.15 principal amount of the new notes per $1,000 principal amount of the existing 6 1/8% notes and 6.90% debentures, and will offer $1,010.10 of the new notes per $1,000 principal amount of the 7 3/8% notes. The exchange will be done as a private placement open only to investors inside the U.S. who qualified institutional buyers or institutional accredited investors, and outside the United States to non-U.S. persons, as defined by the Securities Act of 1933. The exchange offer will expire at 5 p.m. ET on July 24, subject to possible extension. Penney said that concurrently with the exchange offer, it will solicit noteholder consents for certain amendments to the existing notes' indentures, and will offer a consent payment of $10 per $1,000 principal amount tendered to holders who validly tender their existing notes and deliver their consents on or prior to the consent payment deadline of 5 p.m. ET on July 10, subject to possible extension. The exchange offer and the related consent solicitation are subject to the receipt of valid and unrevoked tenders and consents representing more than two-thirds of the outstanding principal amount of each series of existing notes, as well as other customary conditions, which must be met or waived by J.C. Penney. The company further said that the new notes have not been registered [for unlimited public trading] under the Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. J.C. Penney plans to enter into a registration rights agreement under which it will agree to file an exchange offer registration statement for the new notes with the Securities and Exchange Commission.

LDM Technologies again extends 10¾% '07 note exchange offer

LDM Technologies Inc. (Caa3/B) said on Wednesday (June 26) that It had again extended its previously announced offer to exchange new 11½% senior notes due 2007, plus cash, for its outstanding 10¾% senior subordinated notes due 2007. The offer has been extended to 5 p.m. ET on July 2 from its previous June 25 deadline. As of the prior deadline, the company had received no additional tenders from holders of the outstanding notes. AS PREVIOUSLY ANNOUNCED, LDM, an Auburn Hills, Mich.-based auto components maker, said on May 7 that it had begun an offer to exchange the new 11½% notes for its $110 million of outstanding 10¾% notes. The company initially offered to exchange $700 principal amount of the new notes for each $1,000 principal amount of its current notes, although the compensation was subsequently raised in the face of tepid investor response. The terms of the new notes will be substantially identical to those of the current notes, except that the new notes (1) will be senior in right of payment to the current notes; (2) will not be registered for public trading; and, (3) even though they are subordinated, the new notes will have covenants that are customary for senior notes, including covenants restricting LDM and LDM's restricted subsidiaries from incurring liens and entering into sale and lease- back transactions. LDM initially said the exchange offer would expire at 11:59 p.m. ET on June 3, although this was subsequently extended several times. Holders may withdraw their tenders of the current notes or change their selection of exchange notes at any time prior to the expiration date. The exchange offer is not conditioned upon a minimum tender. New notes offered under the exchange offer will not, upon issuance, be registered under the Securities Act of 1933, as amended, and will only be offered in the U.S. to qualified institutional buyers and institutional accredited investors in a private Rule 144A transaction, and outside the U.S. to persons other than U.S. persons in offshore transactions. The company will enter into a registration rights agreement, under which it will agree to file an exchange offer registration statement with the Securities and Exchange Commission regarding the new notes. On June 4 and again on June 10, LDM announced extensions to the offer, and said that it had received no additional tenders from noteholders, on top of the tenders of less $1 million of the existing notes which had been reached by the original deadline, and it said that the company planned to shortly release revised terms for the exchange offer. On June 12, LDM said that it had amended the exchange offer, and had extended it to 11:59 p.m. ET on June 25. Besides extending the offer, LDM raised the consideration offered to its noteholders to $750 principal amount of new 11½% senior notes due 2007 and $25 cash per $1,000 principal amount of its existing notes. It said that other than the increased consideration, all other terms would remain identical to the original offer. LDM said that noteholders could withdraw their tenders of the existing notes, or change their selection of the new exchange notes at any time prior to the extended expiration date. Holders of existing notes who had previously validly tendered their notes (and who had not subsequently withdrawn them) would not have to take any furt her action to tender their notes. D.F. King & Co. (contact Tom Long at

212 493-6920) is the information agent for the exchange offer.

Colt Telecom in further buyback of dollar, euro-denominated notes

Colt Telecom Group PLC (B1/B+) said on Wednesday (June 26) that it had bought back a further £11 million of its bonds at a cost of £5 million. The buyback was the latest of a series of such bond repurchases the company has announced lately. In the latest buyback, Colt bought back $2.5 million accreted principal amount of its originally issued $314 million of 12% senior discount notes due in December 2006, bringing the total amount of its repurchases to date to $64.3 million. It bought back €3.1 million face amount of its €76.7 million of 8 7/8% senior notes due November, 2007, bringing total repurchases to €8.1 million. It bought back €4.9 million face amount of its €306.8 million of 7 5/8% senior notes due July, 2008, bringing total repurchases to €51.9 million. It bought back €4.4 million accreted principal amount of its €368 million of 2% senior convertible notes due December, 2006, bringing total repurchases to €77.4 million. And it bought back €2.6 million accreted principal amount of its €402.5 million of 2% senior convertible notes due April, 2007, bringing total repurchases to €95 million. The company also said that although no further bonds from the following series were bought in the latest transactions, Colt has so far bought back £3 million face amount of its £50 million of 10 1/8% senior notes due November 2007, €50.3 million of its €320 million of 7 5/8% senior notes due December 2009, €16.8 million accreted principal amount of its €306.8 million of 2% senior convertible notes due August 2005, and €84.8 million accreted principal amount of its €295 million 2% senior convertible notes due March 2006. AS PREVIOUSLY ANNOUNCED, Colt Telecom, a London-based provider of business and telecommunications services in Europe, has recently bought back dollar-, euro- and/or sterling- denominated bonds on a number of occasions through its Colt Telecom Finance Ltd. subsidiary. Colt said on Feb. 28 that it had purchased dollar-, euro- and sterling-denominated bonds with a total face value or accreted amount of £34 million, for a cash outlay of £13 million. On March 4, Colt said it had made further purchases of £5.9 million (total face value or accreted amount) of outstanding dollar- and Euro-denominated bonds, for a cash outlay of £2.2 million. Colt said on March 8 that it had purchased more dollar-, sterling- and Euro-denominated bonds with a total face value or accreted amount of £14 million, for a cash outlay of £8 million. On March 18, Colt said that it had bought back a further £9 million of its dollar- and euro-denominated bonds for £5 million of cash. On May 16, Colt said it had purchased a further £10 million of its dollar- and euro-denominated bonds for a cash outlay of £4 million, and on May 20, it bought back a further £14 million of its dollar- and euro-denominated bonds at a cost of £6 million. On May 24, Colt said that it had bought back a further £11 million of its dollar- and euro-denominated bonds at a cost of £6 million. On June 10, Colt said that it had bought back a further £18 million of its dollar- and euro-denominated bonds at a cost of £9 million. On June 19, Colt said that it had bought back a further £2 million of its dollar- and euro-denominated bonds at a cost of £1 million. The company said on each occasion that it has no intention to sell the notes it has purchased, adding that arrangements may be made "in due course" to cancel such notes. Colt also said each time that it may buy additional bonds in the future.

Berry Plastics gets consents from holders of four series of notes, extends tender offer

Berry Plastics Corp. (B3) said on Monday (June 24) that it had received valid tenders representing at least a majority of each of four series of outstanding notes issued by the company and/or its corporate parent, BPC Holding Corp. Those notes are being tendered for under a pending tender offer and related solicitation of noteholder consents to proposed indenture changes which began on June 11; this was not publicly announced at the time of its commencement, although registered noteholders were informed by the company. The tender offers have been made for Berry Plastics' 12¼% senior subordinated notes and 12¼% Series B senior subordinated notes due 2004 and 11% senior subordinated notes due 2007, and BPC Holding 12½% senior secured notes due 2006. As of 5 p.m. ET on June 24, Berry had received the tenders of $89.133 million of the first series of 12¼% notes, or 89.13% of the outstanding amount; $24 million of the 12¼% Series B notes, or 96% of the outstanding amount; $74 million of the 11% notes, or 98.67% of the outstanding amount; and $124, 310,024 of the 12½% notes, or 91.60% of the outstanding amount. Berry also said that it had received valid and unrevoked consents to certain proposed amendments to the notes' indentures from registered holders representing at least a majority of each series of outstanding notes. Berry Plastics, an Evansville, Ind.-based manufacturer and marketer of injection-molded and thermoformed plastic open-top containers, aerosol overcaps, closures, drink cups, and housewares, said that with holders of over a majority of the outstanding principal amount of each series of notes having delivered valid consents and having tendered their notes, the Consent Condition (as defined in the official Purchase Offer and Consent Solicitation Statements) was satisfied, and it therefore said that the official consent payment deadline for each of the four tender offers would be set at 5 PM ET on Tuesday (June 25) and would not be extended. Berry said that it planned to execute supplemental indentures incorporating its proposed amendments for each of the four series of notes promptly after the consent payment deadline.

Berry also announced that the expiration deadline for each of the four tender offers has been extended to 5 p.m. ET on July 17, subject to possible further extension. Berry reiterated that while noteholders could tender their notes and provide consents until the expiration, they would have to have validly tendered their notes and provided consents by the now-passed consent payment deadline in order to receive the consent payment described in the official offering Statements. Berry Plastics further announced that it had set total consideration for the 11% notes at $1,131.47 per $1,000 principal amount of notes validly tendered and not subsequently revoked, and including the consent payment; the calculations assume a July 22 settlement date. J.P. Morgan Securities Inc. (call toll-free at 800 245-8812 or collect at 212 270-1100) is the dealer manager and solicitation agent; MacKenzie Partners, Inc.(call toll-free at 800 322-2885 or collect at 212 929-5500) is the information agent in connection with the offers.

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