Mail-Well tenders for 8¾% notes

New York, Jan. 21 - Mail-Well, Inc. (B1/B) said that it began a cash tender offer for any and all of its $300 million of outstanding 8¾% senior subordinated notes and has also begun soliciting noteholder consents to proposed changes to the notes' indenture.

It set a consent deadline of 5 p.m. ET on Feb. 3 and said the offer would expire at midnight ET on Feb. 18, with both deadlines subject to possible extension.

Mail-Well, an Englewood, Colo.-based commercial printing and envelope manufacturing company, said that holders who validly tender their notes by the consent deadline will receive $1,045 per $1,000 principal amount; the total includes a $30 per $1,000 principal amount consent payment in addition to the basic tender offer price of $1,015 per $1,000 principal amount.

Holders tendering after the consent deadline but before the expiration will receive the tender offer price but no consent payment.

All validly tendering holders will also receive accrued and unpaid interest up to, but not including, the applicable date of payment.

The company said that holders tendering their notes will be required to consent to the proposed indenture amendments, which will eliminate substantially all of the restrictive covenants. Adoption of the proposed amendments requires the consent of holders of at least a majority of the outstanding principal amount of notes. Holders may not tender their notes without also delivering consents or deliver consents without also tendering their notes.

Mail-Well said that the tender offer is subject to certain conditions, including the tender of a majority of the outstanding principal amount of the notes; consummation of the required financing; consent from the company's credit facility lenders; and other customary conditions.

Regarding the funding condition, Mail-Well separately but concurrently announced that it plans to sell $320 million of new senior notes, with net proceeds slated to fund the tender.

Credit Suisse First Boston LLC is dealer manager and solicitation agent for the offer (call CSFB's Liability Management Group at 800 820-1653 or collect at 212 538-4807. MacKenzie Partners, Inc. is the information agent (800 322-2885 or collect at 212 929-5500).

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