Ziff Davis Media again extends 12% '10 note exchange offer

Ziff Davis Media Inc. (CCC-) said on Wednesday (July 31) that it had again extended its previously announced offer to exchange a package of cash and new notes for its outstanding 12% senior subordinated notes due 2010, along with the related solicitation of noteholder consents to its proposed financial restructuring plan. The offer was extended to 9 a.m. ET on Aug. 1, from the previous July 30 deadline. Ziff Davis also said that so far, holders of approximately 88% of the aggregate face amount of bonds had now formally accepted the exchange offer, and that over 98% of the same bondholders and 96% of the senior bank lenders who voted had also consented to the prepackaged plan which Ziff Davis might use to implement the restructuring.

AS PREVIOUSLY ANNOUNCED, Ziff Davis Media, a New York-based publisher of technology-oriented magazines, said on May 1 that bondholders representing approximately 60% of its $250 million of 12% notes had agreed in principle to participate in a comprehensive financial restructuring, under which the company would offer the holders of the outstanding notes an aggregate of $30 million in cash, $95 million in new payment-in-kind senior subordinated notes issued by Ziff Davis Media, as well as both shares of a new preferred stock and warrants for the purchase of common stock of Ziff Davis Holdings Inc., the parent company of Ziff Davis Media, in exchange for their existing notes. Completion of the exchange offer would allow Ziff Davis to reduce its debt by approximately $155 million and its cash debt service requirements over the next several years by approximately $30 million annually. Ziff Davis also announced that in connection with such agreements, the controlling stockholder of Ziff Davis Holdings - Willis Stein & Partners III LP - and other existing stockholders had agreed in principle to make an equity cash infusion of $80 million, in exchange for new preferred stock and warrants for the purchase of common stock in Ziff Davis Holdings Inc. in order to facilitate the planned restructuring. Ziff Davis Media's existing bank credit agreement would meanwhile remain in place, with an amendment incorporating certain anticipated modifications to be negotiated with the bank lenders.

Ziff Davis said that the obligations of all parties to participate in the financial restructuring would be subject to a number of conditions, including an amendment to the senior bank credit agreement, acceptances of the exchange offer for the notes by the holders of at least 95% of the existing senior notes, and finalization of documentation. In connection with the exchange offer, Ziff Davis further said that it planned to solicit consents for a prepackaged plan of reorganization which, if used, would result in the company's business operations continuing uninterrupted and with customers, trade creditors and employees being unaffected. The company said that following the negotiation of a comprehensive amendment to its bank credit agreement, it expected to begin to formally solicit bondholders within the next few weeks to tender their senior notes in the proposed exchange offer.

On June 17, Ziff Davis said that it had received consents from the holders of approximately 90% of the outstanding loans under its senior credit facility and had reached an agreement in principle with those holders regarding the proposed amendment to the existing credit agreement. It said that the proposed amendment provided for, among other things, the company's existing senior credit agreement to be amended and restated, subject to certain customary conditions, including the final approval by all of the lenders and the completed restructuring of the company's 12% notes. Ziff Davis further said that it had formally begun solicitation of votes in support of its financial restructuring plan from holders of the 12% notes and from the senior lenders. The company reiterated that it was on track to complete its financial restructuring by the end of the summer.

On July 16 Ziff Davis said that it had extended its previously announced offer to exchange a package of cash and new notes for the 12% notes, along with the related solicitation of noteholder consents to the proposed financial restructuring plan. The offer was extended to 9 a.m. on July 23, 2002, subject to possible further extension, with the holders of over 87% of the aggregate face amount of the bonds having formally accepted the exchange offer, while over 95% of bondholders and senior bank lenders who voted also consenting to the prepackaged plan which Ziff Davis might use to implement the restructuring. The company also said that the $15 million bond interest payment that came due on July 15 will be included as part of the total value of cash and new securities that will eventually be issued to the noteholders once the exchange offer or the pre-packaged plan of reorganization is completed.

On July 23, Ziff Davis again extended the exchange offer and consent solicitation for the 12% bonds to 9 a.m. ET on July 30 and said that so far the holders of over 88% of the bonds had formally accepted the terms of the financial restructuring plan, with approximately 98% of these same note holders and approximately 96% of the company's voting senior bank lenders consenting to implement the same financial restructuring plan through the prepackaged plan of reorganization.

LDM Technologies terminates 10 ¾% '07 note exchange offer

LDM Technologies Inc. (Caa3/B) said on Tuesday (July 30) that it had terminated its previously announced offer to exchange new senior notes due 2007, plus cash, for its outstanding 10¾% senior subordinated notes due 2007, which had been scheduled to expire at 5 p.m. ET on July 30. It said that in accordance with the terms of the offering, LDM would instruct the exchange agent to return the notes which were tendered for exchange to the respective tendering noteholders.

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. It said the terms of the new notes would be substantially identical to those of the current notes, except that the new notes (1) would be senior in right of payment to the current notes; (2) would not be registered for public trading; and, (3) even though they are subordinated, the new notes would 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 was not conditioned upon a minimum tender. The company said that new notes offered under the exchange offer would not, upon issuance, be registered under the Securities Act of 1933, as amended, and would 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 said it would enter into a registration rights agreement, under which it would 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 were 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.

On July 17, LDM said that it had again extended the expiration date on the exchange offer to 5 p.m. ET on July 23 from the previous July 16 deadline, and said that 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. On July 23, LDM said it had extended the exchange offer deadline to 5 p.m., ET on July 30 from the previous July 23, and said that as of 5 p.m. ET on July 23, it had received tenders from holders of less than $2 million principal amount of the outstanding bonds. D.F. King & Co. (contact Tom Long, at 212 493-6920) was the information agent for the exchange offer.

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