Mercury Interactive gets waivers for 4.75% convertibles

By Jennifer Chiou

New York, May 4 - Mercury Interactive Corp. said that holders of a majority of its $300 million 4.75% convertible subordinated notes due 2007 had submitted consents as of 8 p.m. ET on May 3.

The company added that waivers for the notes have become effective and it will enter into a supplemental indenture.

Mercury previously said holders of 50.3% of the 4.75% convertibles and 53.1% of its $500 million zero-coupon senior convertible notes due 2008 had entered into agreements to deliver consents.

On April 27, the company adjusted the offer, announcing that in addition to adding a put at 101.3% on March 1, 2007, any redemptions of the securities from July 1, 2006 to March 5, 2007 will be 101.3% of par plus accrued interest up to the redemption date.

As announced on April 21, Mercury Interactive was soliciting consents from holders of the two series of convertibles to waive any default or event of default related to the company not filing its financial reports with the Securities and Exchange Commission and the trustee of the notes on time.

Mercury Interactive received a limited waiver through March 31 from its noteholders when it did not file its 10-Q report for the second or third quarters of 2005 on time, and because it did not file the reports prior to the expiration of the waiver, the trustee or the holders of 25% of each series of convertibles have the right to declare the bonds immediately due and payable.

Holders of the 4.75% convertibles who consent to the waiver will receive an option to put the convertibles back to the company on March 1, 2007 at a repurchase price of 101.3%.

Holders of the zero-coupon convertibles who consent will receive an option to put the convertibles back to the company on Oct. 31, 2006 at a repurchase price of 107.25%. This is in addition to the existing optional put date of Nov. 30, 2006.

The consent solicitations will expire at 5 p.m. ET on May 5, unless extended.

MacKenzie Partners Inc. (800 322-2885 or 212 929-5500) is tabulation agent for the consent solicitation. Mercury Interactive has also retained Chanin Capital Partners as a financial adviser for the consent process.

Mercury Interactive is restating its financial statements in connection with work done by the special committee of the board of directors regarding stock option matters and loans to some of the company's officers, according to an earlier news release.

The company previously said it expects to complete its restated financial statements and file its amended 10-K report for 2004 and 10-Q report for the first quarter of 2005 in the second quarter of 2006 and to file all other required SEC filings, including its 10-K report for the period ended Dec. 31, in a timely fashion thereafter.

Mercury Interactive is an enterprise software company based in Mountain View, Calif.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.