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Published on 5/17/2004 in the Prospect News High Yield Daily.

Metrocall completes redemption of series A preferred stock

New York, May 17 - Metrocall Holdings Inc. said that it had completed the previously announced voluntary redemption of the roughly 600,000 remaining shares of its 15% cumulative series A preferred stock at a per-share redemption price of about $11.13 plus accrued dividends of $0.215 per share.

The company said the redemption marks the early retirement of all of Metrocall's debt and preferred stock obligations related to its 2002 plan of reorganization and was funded from $6.8 million of cash balances generated from operations.

The repayment of about $81.5 million principal amount of Metrocall's long-term debt securities was completed on June 30, 2003. The May 17 $6.8 million preferred redemption, together with three previous series A preferred redemption payments, brings the total series A liquidation preference total to $66.8 million. In total, since its October 2002 reorganization, Metrocall has repaid and redeemed $148.3 million in obligations from cash balances generated from operations.

As previously announced, Metrocall, an Alexandria, Va.-based paging and wireless messaging company, said on March 31 that it would redeem all remaining series A preferred shares on May 17 for about $11.13 per share plus accrued and unpaid dividends of around 21 cents per share. The company said it was anticipating a total cost for the May 17 transaction of about $6.8 million.

The May 17 transaction would be the final redemption of the shares, after which none would be left outstanding. On March 1, Metrocall had said that it would redeem 1,797,103 of its outstanding series A preferred stock, or about 75% of the total amount then outstanding amount, on March 31. It said the preferred shares would be redeemed at a per-share redemption price of $11.129028, for total cost to the company of $20 million.

Metrocall said that following the March 31 redemption (and taking into account previous redemption transactions), it would have at that point redeemed about 5.4 million shares, or some 90%, of the total 6 million series A preferred shares issued in connection with its Oct. 8, 2002 reorganization. The March 31 transaction followed a $20 million redemption of series A preferred completed on Sept. 30, 2003 and a subsequent $20 million redemption on Jan. 6.

The company said the March 31 voluntary redemption of shares would be completed using $20 million in cash balances generated from operations. It said shares would be redeemed on a pro rata basis from all holders of record as of March 1.

Metrocall estimated that following the redemption, it would have about 605,000 shares of its series A preferred stock outstanding, with a total liquidation preference of about $6.7 million.

Besides its ongoing redemption of the series A preferred shares, Metrocall retired in full $81.5 million total amount of its long-term debt securities, which was completed on June 30, 2003.

The company said that upon the completion of the March 31 redemption, it would have retired $141.5 million, or 96% of the debt and preferred stock obligations associated with its October 2002 plan of reorganization, using cash generated from operations.

On March 31, Metrocall said that it had completed the previously announced redemption of 1,797,103 of the shares, or 75% of the then-outstanding amount, and announced the plans for the May 17 transaction. It said that the retirement of the preferred stock would fulfill one of Metrocall's obligations under its recently announced merger agreement with Arch Wireless, Inc. dated as of March 29.


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