Methanex prices new bonds for 7.40% '02 note repayment

Methanex Corp. (Ba1/BBB-) said Thursday (June 13) that it had sold $200 million of new 8¾% senior notes due 2012, with the proceeds of the issue slated to be used to repay Methanex's 7.40% notes upon their maturity on Aug. 15. This transaction is expected to close on June 19. AS PREVIOUSLY ANNOUNCED, Methanex, a Vancouver, B.C.-based chemical company and the world's largest producer and marketer of methanol, said on May 31 that it would sell $200 million of 10-year senior notes after the filing of appropriate prospectus documents with the Securities and Exchange Commission and with Canadian regulators. It said that the net proceeds of the deal would be used to repay the 7.40% notes at their maturity, and for general corporate purposes, and that the proposed underwriters for the notes would be Goldman, Sachs & Co., CIBC World Markets and RBC Capital Markets. High yield syndicate sources heard on June 3 that Methanex was preparing to begin a roadshow for its planned bond offering, which would likely take place from June 6-12, with pricing anticipated on June 13 or 14. Separately, Methanex also announced on May 31 that it had begun soliciting the consents from the holders of its 7.75% notes due 2005 to proposed indenture changes, originally described by Methanex as permitting it to add a " change-of-control" covenant applicable to the notes to the indenture, while eliminating the applicability to the notes of the "limitation on restricted payments" covenant (the proposed indenture amendment was subsequently changed materially). The company initially said solicitation would expire at 5 p.m. ET on June 12, although this deadline was subsequently extended. It said that effectiveness of the indenture amendment would be conditioned upon the company getting consents from the holders of at least 50% of the outstanding notes. No provisions were initially announced for a consent payment or a holder of record limitation, although these were subsequently added. On June 12, Methanex said that it had amended the terms of the consent solicitation and had also extended the expiration date for the solicitation. The consent solicitation will now expire at 5 p.m. ET on June 14, subject to possible further extension (extended from the original June 12 deadline). Methanex said that under its amended consent solicitation, it is seeking to amend the Indenture in order to only modify, rather than eliminate, the "limitation on restricted payments" covenant, as applicable to the notes, so that Methanex would be permitted to declare and pay cash distributions in respect of its capital stock, to the extent not otherwise permitted by the existing limitation, in a total amount not to exceed US$30 million in any period of twelve consecutive months. The addition of a "change-of-control" covenant is no longer a part of the proposal. Effectiveness of the indenture amendment remains conditional upon Methanex receiving the consent of the holders of at least a majority of the outstanding notes. It added that if the requisite consents are obtained, and not revoked at the expiration of the extended consent solicitation period, each holder will be entitled to receive a consent fee of US$5 for each US$1,000 principal amount of notes held. Holders must complete and sign a new Letter of Consent in order to consent to the amendment. Methanex indicated that the consent solicitation would be open only to holders of record (as of 5 p.m. ET on May 30), which had not been previously announced, and also said that Goldman, Sachs & Co. would acting as the solicitation agent for the consent solicitation, with Mellon Investor Services LLC appointed as information agent.

Weirton completes exchange offer for 11 3/8% '04 and 10¾% '05 notes

Weirton Steel Corp. (Ca/D) said on Thursday (June 13) that it had completed its previously announced offer to exchange new secured debt notes and convertible redeemable preferred stock for all of its outstanding unsecured 11 3/8% senior notes due 2004 and 10 ¾% senior notes due 2005, as well as the concurrent exchange offer for its Pollution Control Revenue Refunding Bonds (Weirton Steel Corporation) Series 1989, thus concluding its previously announced, year-long financial and operational restructuring plan. Weirton said that as a result of the exchange offers, it will reduce its leverage by approximately $115 million in indebtedness, by giving its noteholders $146 million of new secured notes and shares of non-dividend-paying preferred stock in exchange for $261 million of outstanding Weirton debt. The company will accept valid tenders of an approximately 87% aggregate of all of the outstanding notes and bonds, consisting of approximately 90% of the 11 3/8% notes, 87% of the 10 ¾% notes and 81% of the Series 1989 bonds. Following the transactions, Weirton Steel's annual cash interest obligation will be reduced by 84%, from approximately $32 million to approximately $5 million per year through 2004. AS PREVIOUSLY ANNOUNCED: Weirton Steel, a Weirton, W. Va.-based integrated steel producer, said on Nov. 1 that the company had filed a registration statement with the Securities and Exchange Commission, aimed at restructuring its long-term publicly held debt through an exchange offer as part of its previously announced five-point strategic restructuring plan. Weirton Steel initially said it would offer $85.4 million of new 10% senior secured discount notes due 2008 in exchange for all of its outstanding unsecured 11 3/8% and 10¾% notes, with holders to be offered up to $350 (principal amount) of the new 10% notes per $1,000 principal amount of the outstanding senior notes (the company's compensation offer to its existing noteholders was subsequently improved). Weirton said the exchange would extend its debt maturities and reduce its debt service requirements, particularly over the next two years. It initially said the new 10% notes would be secured by a mortgage and first priority security interest in the company's hot strip mill, which is an integral part of its downstream processing operations (the terms securing the new notes were eventually revised). Weirton said that as part of the exchange offer, it would also seek consents to amend the indentures of the current unsecured senior notes. It said the exchange offer would begin as soon as practicable after the registration statement became effective. Apart from this exchange offer and consent solicitation, the company also requested that the City of Weirton offer to exchange new 9% pollution control revenue refunding bonds (Weirton Steel Corp. Project) Series 2001 due 2014 for all of its outstanding 8 5/8% pollution control revenue refunding bonds (Weirton Steel Corp. Project) Series 1989, due 2014. The secured Series 2001 bonds would also be secured by a mortgage and first security interest in the company's hot strip mill. Weirton did not initially outline an anticipated timetable for the note exchange. On May 3, Weirton said that it was offering to exchange up to $134.2 million of new 10% senior secured notes and shares of new Series C convertible redeemable preferred stock for all of its outstanding unsecured 11 3/8% and 10¾% notes (it was estimated that there was approximately $125 million of each existing issue outstanding at that time). Concurrently with this exchange offer, the company said it was soliciting consents from the holders of its outstanding senior notes to amend the notes' indentures. Weirton said the consent solicitation will expire at 5:00 p.m. ET on May 23, and initially said the exchange offer would expire at midnight ET, on May 31, both deadlines subject to possible extension (the expiration deadline was subsequently extended). The company said that representatives of an informal committee of institutional holders of approximately 58% of the aggregate principal amount of both series of outstanding notes agreed to tender in this exchange offer and to consent to the proposed indenture amendments. It said the new senior secured notes would be backed by a security agreement and second lien deeds of trust in Weirton Steel's strip mill, No. 9 tin tandem mill and tin assets, which are integral facilities in the company's downstream steel processing operations. Weirton said the lenders under its senior credit facility would hold first priority security interests in the same collateral. Under the terms of the exchange, noteholders would receive total consideration of $550 principal amount of the senior secured notes and $450 in liquidation preference of the new preferred stock per $1,000 principal amount of the existing notes. The $550 per $1,000 debt portion of the exchange consideration package would include a $50 per $1,000 consent payment for those existing noteholders tendering their notes by the consent deadline. Holders tendering their outstanding notes after the consent solicitation expiration, but before the exchange offer expiration, would receive only the exchange offer consideration of $500 principal amount of the new notes, plus $450 liquidation preference of the new preferred stock, per $1,000 principal amount of the outstanding notes. Weirton noted that the City of Weirton was offering - at the company's request - to exchange the city's new Series 2002 Secured Pollution Control Revenue Refunding Bonds for all of its outstanding Series 1989 Pollution Control Revenue Refunding Bonds. The new Weirton city bonds would be secured on a parity with the company's new senior secured notes. It said the completion of the company's senior note exchange offer and the city's Series 1989 bond exchange offer would each be conditioned upon completion of the other exchange offer. Weirton Steel said that the purpose of the exchange offers would be to restructure the company's long- term debt and reduce its debt service requirements, particularly over the next three years, as part of the previously announced five-point strategic plan. On June 10, Weirton Steel said that it had extended the exchange offer for its own notes and the concurrent exchange offer for the Weirton city pollution control bonds from the original May 31 deadline to 5 p.m. ET on June 12, subject to possible further extension, in order to allow retail holders additional time to tender their notes or bonds and to receive the total consideration offered in the exchange offers. It said that as of the close of business on June 7, tenders had been received for 90% of the outstanding 2004 notes, 87% of the outstanding 2005 notes and 80% of the 1989 bonds, for a weighted average of 87%. Weirton said that as permitted, it intended to waive the condition that at least 95% of each series of outstanding notes and outstanding 1989 bonds be tendered in the exchange offers. Weirton projected that the closing of the exchange offer would likely occur on or about June 18. The dealer manager for the concurrent exchange offers and consent solicitation was Lehman Brothers Inc. (call Hyonwoo Shin collect at 212 528-7581, or at 800 438-3242). The information agent was D. F. King & Co., Inc. (banks and brokers call 212 269-5550 for collect calls, or 800 431-9643).

Riverwood Int'l tenders for 10 7/8% '08 and 10 5/8% '07 notes

Riverwood International Corp. (B2/B) said on Wednesday (June 12) that it had extended the expiration and consent deadlines on its previously announced cash tender offers to purchase any and all of its outstanding 10 7/8% senior subordinated notes due 2008 and its 10 5/8% senior notes due 2007 (two separate tranches of the 10 5/8% notes were issued, one in July 1997 and one in June 2001), as well as the related consent solicitations. The deadlines for the respective tender offers for the notes have been extended to 5 p.m. ET on July 12, subject to possible further extension, from the originally announced deadline of 12 midnight ET on June 26. Each consent solicitation has been extended to 5 P.M. ET on June 28, subject to possible further extension, from 5 p.m. ET on June 14. AS PREVIOUSLY ANNOUNCED, Riverwood Holding, an Atlanta Ga.-based paperboard maker and the corporate parent of Riverwood International Corp., filed a registration statement with the Securities and Exchange Commission on May 3 for an initial public offering of $350 million of its common stock, and said it would also take out an additional term loan under its credit agreement and sell senior notes. Riverwood said the proceeds of the stock, bank loan and note sales would be used to repay its outstanding senior notes and senior subordinated notes and part of the borrowings on its revolving credit facility. Riverwood did not at that time disclose the size of the new term loan or the note offering, although the registration statement disclosed that the outstanding notes which it plans to redeem have a total principal amount of $900 million, consisting of $400 million 10 7/8% senior subordinated notes due 2008 and $500 million 10 5/8% senior notes due 2007. Riverwood also had $250 million of 10¼% senior notes due 2006 outstanding, which were to be redeemed on May 23, using the proceeds of a new $250 million term B loan drawn on April 23, along with $12 million drawn on the existing revolving credit facility (the new money borrowed totaled more than $250 million because of fees, costs and expenses). Riverwood did not disclose underwriters for the prospective note offering or the banks for the new loan. On May 30, Riverwood said that it had begun cash tender offers for all of its outstanding 10 7/8% and 10 5/8% notes. The company also began soliciting noteholder consents to proposed amendments to the notes' indentures, which would eliminate substantially all of the restrictive covenants, certain repurchase rights and certain events of default and related provisions contained in such indenture. The company initially set 5 p.m. ET on June 14 as the consent solicitation deadline IF Riverwood has made a public announcement at least one day prior to that date that it has received the requisite consents for each such issue of notes; otherwise, the consent solicitation expiration would be on the first date after June 14 on which Riverwood will have received such consents the day before and will have made a public announcement regarding such receipt. It also set 12 midnight ET on June 26 as the tender offer expiration; the consent and expiration deadlines were subsequently extended. Riverwood set the tender offer consideration for validly tendered 2007 senior notes at $1,053.13 per $1,000 principal amount of the notes, and set it at $1,040.78 per $1,000 principal amount for the 2008 senior subordinated notes, with all holders also eligible to receive accrued and unpaid interest up to - but not including - the payment date for the notes. It said that noteholders who validly consent to the proposed amendments on or before the consent expiration deadline would be entitled to a consent payment in the amount of $2.50 per $1,000 principal amount. Holders tendering their notes on or before the consent expiration date are obligated to consent to the related proposed amendments, while holders consenting to the amendments are required to tender their notes in the related offer and may not revoke their consent without withdrawing the tendered notes. Holders tendering their notes after the applicable consent expiration date will not be entitled to receive the consent payment. Tendered notes may be withdrawn and related consents may be revoked at any time on or prior to the consent expiration date for the related offer, but not after that. Riverwood said that it is making a separate offer each issue of notes, and no offer is conditioned on the consummation of any other offer. Completion of each offer is subject to certain conditions, including (1) the consummation of the proposed initial public offering of common stock by Riverwood's corporate parent, Riverwood Holding Inc., and the consummation of certain other anticipated financing transactions, in each case on terms satisfactory to Riverwood, and (2) the receipt of the requisite consents to the proposed indenture amendments and the execution of the related supplemental indentures. Deutsche Bank Securities Inc. (call 212 469-7772) and J.P. Morgan Securities Inc. (call 800 831-2035) are the dealer managers for the tender offers and solicitation agents for the consent solicitations. MacKenzie Partners, Inc. (call 800 322-2885) is the information agent and State Street Bank and Trust Company is the depositary in connection with the offers and solicitations.

LDM Technologies again extends 10 ¾% '07 note exchange offer, sweetens terms

LDM Technologies Inc. (Caa3/B) said on Wednesday (June 12) that it had amended and extended its previously announced exchange offer for its outstanding 10.75% senior subordinated notes due 2007 LDM extended the expiration deadline for the offer to 11:59 p.m. ET on June 25, subject to possible further extension (the deadline had previously been extended several times, most recently to 5 p.m. ET on June 14). Besides extending the offer, LDM raised the consideration it is offering 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. Other than the increased consideration, all other terms remain identical to the original offer. Noteholders may withdraw their tenders of the existing notes, or change their selection of the new exchange notes at any time prior to the expiration date. Holders of existing notes who had previously validly tendered their notes (and who have not subsequently withdrawn them) do not have to take any further action to tender their 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 11 ½% 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 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 more than once. 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. D.F. King & Co. (contact Tom Long, at 212 493-6920) is the information agent for the exchange offer.

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