Ferrellgas Partners gets requisite consents in 9 3/8% '06 note tender

Ferrellgas Partners, LP (B1) said on Wednesday (July 17) that it had received the requisite amount of noteholder consents to proposed indenture changes from the holders of its 9 3/8% senior secured notes due 2006 as part of its previously announced tender offer for the notes. Ferrellgas said that as of the July 16 consent solicitation deadline, holders of more than a majority of the outstanding notes had given their consents.

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 the 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. FGP 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 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. The total consideration will include a consent payment of $1.25 per $1,000 principal amount, payable to those holders who validly tender their notes by the consent deadline, and who do not subsequently withdraw 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.

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).

LDM Technologies again amends and 10¾% '07 note exchange offer

LDM Technologies Inc. (Caa3/B) said on Wednesday (July 17) that it had again extended the expiration date on its previously announced offer to exchange new senior notes due 2007, plus cash, for its outstanding 10¾% senior subordinated notes due 2007; the offer, which had been scheduled to expire on July 16, is now scheduled to expire at 5 p.m. ET on July 23; as of 11:59 p.m. ET on the day of that 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 twice 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 further action to tender their notes.

On June 26, LDM again extended the exchange offer (to 5 p.m. ET on July 2) and said that it had received no additional tenders from the noteholders.

On July 3, LDM said that it had again extended the exchange offer to 11:59 p.m. ET on July 16 and said it had received no additional tenders from the noteholders. LDM also announced that it was amending the terms of the exchange offer to increase the consideration offered to the noteholders to $850 principal amount of new 11¾% senior notes due 2007 and $10 cash for per $1,000 principal amount of existing notes tendered (up from $750 of new notes and $25 cash previously; additionally, LDM also raised the coupon on the new notes it is offering from 11½% previously). Other than the increased consideration, all other terms of the exchange offer are unchanged. LDM further said that holders of the existing notes who had previously validly tendered them under the previous terms of the offer and who had not withdrawn them would not have to take any further action in order to receive the increased consideration.

D.F. King & Co. (contact Tom Long, at 212 493-6920) is the information agent for the exchange offer.

Pep Boys redeems 6.52% '07 notes

The Pep Boys - Manny, Moe & Jack (B2/BB-) said on Wednesday (July 17) that it has redeemed $49.915 million 6.52% medium-term notes due 2007 that were redeemable at the option of the holder on Tuesday (July 16). The Pep Boys said that it utilized a portion of the proceeds from the $150 million of new 4¼ %, convertible notes that it sold on May 15, 2002, to redeem the 6.52% MTN paper. The company further said that it currently has outstanding $43.005 million 6.40%, MTN notes due 2007, that are redeemable at the option of the holder on this coming Sept. 19.

AS PREVIOUSLY ANNOUNCED, The Pep Boys - a Philadelphia-based auto supply retail and service-center chain - said on May 15 that it planned to raise approximately $125 million of gross proceeds through a private placement of convertible senior notes due 2007, with the proceeds slated to be used to repay debt - although the particular debt to be repaid was unspecified - and for general corporate purposes. The Pep Boys said it planned to grant the initial purchasers of the notes an option to purchase up to an additional $25 million of the notes. The company said on May 16 that it had sold $125 million of the notes in a private placement with qualified institutional holders, and that it granted the initial purchasers an overallotment option to purchase up to an additional $25 million of the new notes, which carried a 4¼% coupon.

Nextel trimming debt, mandatorily redeemable preferred stock

Nextel Communications Inc. (B3/B+) said on Tuesday (July 16) that as of June 30, it had retired nearly $1.1 billion in debt and mandatorily redeemable preferred stock in exchange for approximately 61 million newly issued shares of Class A Nextel common stock and approximately $295 million in cash. Nextel - the Reston, Va.-based Number-5 U.S. wireless telecom operator - said as part of its second-quarter earnings release that since June 30, it has entered into agreements to repurchase approximately $400 million of debt in exchange for about $205 million in cash. The company said that this further reduction will result in a gain to be reflected in the third quarter results. Taken together, Nextel said, these negotiated transactions, totaling $1.5 billion in face amount, will allow Nextel to avoid about $2.5 billion in total future principal, interest, and dividend payments. Nextel did not specify which particular portion of its approximately $16 billion of debt was being taken out in the aforementioned transactions. The company further said that it might, from time to time, as it deems appropriate, enter into similar transactions "which in the aggregate may be material."

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