Seat Pagine: Lighthouse gets tenders from 91.83% of 8% noteholders

By Caroline Salls

Pittsburgh, Aug. 21 - Seat Pagine Gialle SpA said that Lighthouse International Co. SA has received valid tenders from holders of Lighthouse's outstanding €1.3 billion of 8% senior notes due 2014, representing 91.83% of the outstanding principal amount of the notes.

According to a Seat Pagine Gialle news release, the amount tendered is sufficient to amend the terms and conditions of the Lighthouse note indenture.

In addition, Seat Pagine said the conditions for the amendments of the contractual documentation governing the Lighthouse notes have been satisfied, as confirmed by a qualified majority of an informal committee of Lighthouse noteholders' representatives and by the coordinating committee of senior lenders.

The consent solicitation was launched by Lighthouse on Aug. 1.

Tender deadline

According to the release, holders of Lighthouse notes can continue to submit valid tenders until Aug. 29.

Seat Pagine said valid tenders received so far have now become irrevocable. No additional consideration or consent fee will be paid in connection with the receipt of valid tenders.

The company said the amendment of the terms of the Lighthouse notes represents one of the critical steps necessary to implement the restructuring of Seat Pagine's financial debt.

Notes replacement

As a result of the amendments to the Lighthouse notes indenture, the liabilities arising from the Lighthouse notes will be discharged and replaced with two new securities issued by Lighthouse, including convertible bonds and exchangeable bonds.

Seat Pagine said that the convertible bonds to be issued by Lighthouse will be converted into Lighthouse shares, which upon the merger of Lighthouse into Seat Pagine, will be replaced with Seat Pagine shares.

Following the merger by absorption of Lighthouse into Seat, the exchangeable bonds will be exchanged with €65 million of new bonds to be issued by Seat Pagine under the indenture governing its €550 million of 10½ senior secured notes due 2017.

Also, in connection with the financial restructuring, Seat Pagine said all of the members of its board of directors have resigned, effective on the earlier of the date on which all new board members appointed by a shareholders' meeting have accepted their appointment and two days after that shareholders' meeting.

Seat Pagine Gialle is a yellow pages company based in Torino, Italy.

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