Pioneer-Standard closes offer to purchase 9½% '06 notes

Pioneer-Standard Electronics, Inc. said on Friday (March 28) that its previously announced tender offer to purchase for cash any and all of its outstanding 9½% senior notes due 2006 had closed as scheduled at 5 p.m. ET on Tuesday (March 25), without extension.

As of that deadline, valid tenders had been received from the holders of $19 million of the notes, representing nearly 13% of the outstanding amount.

The company said that on March 18, it had provided revised guidance for charges related to restructuring and discontinued operations in its fiscal fourth quarter ended March 31, in the range of $55 million to $65 million - but noted that this guidance had anticipated that 100% of the 9½% notes would be tendered, and the estimate included the premium that would have been paid to purchase all of those notes.

With only 13% of the notes tendered, the Pioneer-Standard said that it would now reduce its estimate for charges related to restructuring and discontinued operations to between $50 million and $60 million for its fiscal fourth quarter.

J.P. Morgan Securities (contact the liability management group at 866 834-4666) and McDonald Investments were dealer managers for the offer. Mellon Investor Services LLC (888 634-6468) was the information agent.

AS PREVIOUSLY ANNOUNCED: Pioneer-Standard Electronics, a Cleveland-based computer distributor and reseller, said on March 18 that it would buy for cash its outstanding 9½% notes.

The company said that it would pay $1,047.60 per $1,000 principal amount of the notes, plus accrued interest up to, but excluding, the date of payment.

The company said that the offer would expire at 5 p.m. ET on March 25, subject to possible extension. Pioneer-Standard said it expected to make payment the following day.

Tenders could be withdrawn at any time up to expiration.

United Stationers calls 8 3/8% '08 notes for redemption

United Stationers Inc. said on Friday (March 28) that its wholly owned United Stationers Supply Co. subsidiary, is calling the entire $100 million outstanding principal amount of its 8 3/8% senior subordinated notes due 2008 for redemption.

United Stationers, a Des Plaines, Ill.-based wholesale distributor of business products and provider of marketing and logistics services to resellers, said that the notes will be redeemed on April 28, at a redemption amount equal to 104.188% of the principal amount (i.e. $1,041.88 per $1,000 principal amount of notes tendered for redemption ), plus accrued interest up to the redemption date.

The company said that The Bank of New York, as trustee, will send the required Notice of Redemption to each holder of the notes. The redemption of the notes will be financed through funds generated from operations, from the sale of company accounts receivable under its receivables securitization program, and from borrowings under the company's new revolving credit facility.

United Stationers concurrently announced two related transactions via Banc One Capital Markets, Inc. - it entered into a new, five-year revolving senior secured credit facility with an aggregate committed amount of $275 million, to replace its previous senior secured credit facility; and it also expanded its third-party receivables securitization program to provide maximum funding of $225 million from the previously authorized $160 million.

Sweetheart Cup extends exchange offer for 12% '03 notes

Sweetheart Cup Company Inc. (Caa2) said on Friday (March 28) that it had extended its previously announced offer to exchange new debt for its outstanding 12% notes scheduled to come due on Sept. 1.

The offer, which had been scheduled to expire at 5 p.m. ET on Thursday (March 27), was extended to 5 p.m. ET on Friday (March 28), subject to possible further extension, in order to facilitate certain holders who have communicated their intentions to tender into the exchange offer.

The company said that all previously announced conditions to consummation of the exchange offer and the related consent solicitation continue to apply.

Holders who had previously tendered their Sweetheart Notes need not take any further action as a result of this extension. Holders who had not previously tendered their notes may tender their notes, while holders who wish to withdraw their previously-tendered notes may do so, by following the directions contained in the prospectus and the consent and letter of transmittal filed with the Securities and Exchange Commission by Sweetheart and Sweetheart Holdings Inc. and previously sent to holders.

Sweetheart said it was advised by Wells Fargo Bank Minnesota, NA, the exchange agent for the exchange offer and consent solicitation, that, as of 5 p.m. ET on March 27, a total of approximately $70.6 million in aggregate principal amount of Sweetheart Notes were tendered in the exchange offer and consent solicitation.

It further said that the indenture governing the new notes will be executed by Sweetheart and by Wells Fargo Bank Minnesota, NA, as trustee, and the exchange of the new notes for the existing notes and payment of consent payments will take place as soon as practicable after the expiration of the exchange and consent solicitation, if all of the conditions to the consummation of the exchange offer and consent solicitation have been satisfied or waived by Sweetheart.

Bear Sterns & Co. Inc. (call the Global Liability Management Group toll-free at 877 696-2327 is the dealer-manager for the exchange offer and consent solicitation. D.F. King & Co., Inc. is the information agent (call toll-free at 800 488-8075; banks and brokers call collect at 212 269-5550).

AS PREVIOUSLY ANNOUNCED: Sweetheart Cup, an Owens Mills, Md.-based maker of paper cups and other packaging products for the food-service industry, said on Feb. 14 that it was planning to offer to exchange new 12% senior notes due 2004 for its outstanding 12% 2003 notes. It said that it would also solicit consent of the 2003 noteholders to proposed changes in the notes' indenture that would eliminate most of the restrictive covenants.

Sweetheart said in an S-4 registration statement filed with the Securities and Exchange Commission that it would issue up to $110 million of the new 2004 notes in exchange for all of the outstanding 2003 notes. The new notes would be guaranteed by the company's corporate parent, Sweetheart Holdings Inc, and would be exchanged for the existing notes on a 1-for-1 basis.

It said that holders tendering notes under the exchange offer would also have to consent to the proposed indenture changes. Those holders validly tendering their notes (and thus, consenting to the indenture changes) before a consent deadline and not subsequently withdrawing them would be eligible to receive a consent payment equal to 1% of the principal amount of notes tendered. Holders not tendering their notes by the consent deadline would not be eligible to receive the consent payment.

Sweetheart did not initially set an expiration deadline or a consent deadline for the offer, and said the offer would commence as soon as is practicable after the registration becomes effective.

It said that holders tendering their notes before the consent deadline could withdraw their tendered notes and revoke their consents at any time prior to that deadline, but not afterward. Holders tendering after the consent deadline could withdraw their tendered notes and revoke consents at any time prior to the expiration date. It further said that holders could revoke consents at any time prior to the execution of the supplemental indenture implementing the proposed amendments to the indenture governing the 2003 notes.

The company cautioned noteholders choosing to not tender their notes under the exchange offer that most of the restrictive covenants and the related events of default and certain other provisions in the indenture governing those notes will be removed or substantially modified.

Sweetheart said that completion of the exchange offer would be subject to the satisfaction of several conditions, including - but not limited to - Sweetheart receiving tenders from the holders of at least 90% of the principal amount of the existing notes, and the company obtaining an amendment to its senior credit facility.

On Feb. 27, Sweetheart said that it had begun the previously announced exchange offer for its outstanding 12% 2003 notes, and had begun a related consent solicitation.

The company set the consent deadline at 5 p.m. ET on March 12, while the offer was scheduled expire at 5 p.m. ET on March 27, with both deadlines subject to possible extension.

Sweetheart said that holders could not tender their notes without consenting to the proposed amendments and could not deliver consents without tendering their notes. It said that approval of the proposed indenture amendments would require the consent of holders of at least a majority of the principal amount of the outstanding notes.

The company further said that the exchange offer and the consent solicitation would otherwise take place on terms which the company had previously outlined.

On March 13, Sweetheart said that it had successfully completed the consent solicitation portion of exchange offer.

The company said that as of the now-expired consent deadline of p.m. ET on March 12, it had received the requisite consents necessary to modify the notes' indenture, and had executed a supplemental indenture with the indenture trustee incorporating the desired changes, which eliminate certain restrictive covenants and other provisions in the indenture.

Sweetheart said the modifications implemented by the Supplemental Indenture would not become operative until the completion of the exchange offer and consent solicitation. Any consent payment will be made promptly after the consummation of the exchange offer and consent solicitation.

Achievement of the requisite consents would allow the exchange offer to continue to the scheduled expiration deadline on March 27.

On March 21, Sweetheart said that it had extended its offer to make the consent payment to the holders of the 12% notes to 5 p.m. ET on March 27, subject to possible further extension, so that it would coincide with the previously announced expiration of the exchange offer.

Sweetheart said it had previously received the requisite consents necessary to modify the indenture governing the existing Sweetheart notes, and had executed a supplemental indenture with the indenture trustee which eliminates certain restrictive covenants and other provisions in the indenture governing the notes. The modifications would not become operative until the consummation of the exchange offer and consent solicitation.

Millicom Cellular again extends exchange offer for 13½% '06 notes

Millicom International Cellular SA (Caa3) said on Friday (March 28) that it had extended its previously announced offer to exchange new debt for its outstanding 13½% senior subordinated discount notes due 2006, and the related consent solicitation. The offer was extended to 5 p.m. ET on April 11, subject to possible further extension, from the previous March 21 deadline.

The company said that the rights of withdrawal for those bondholders who have already tendered their acceptance to the exchange offer and consent solicitation shall continue until the new expiration date, in accordance with the terms of the private offering documents.

Millicom also said that it has received conditional commitments from approximately 50% of the holders of the 13½% notes to exchange their notes for the new securities in the ongoing private exchange offer under certain revised terms. The commitments by these holders remain subject, among other things, to the satisfactory completion of a due diligence review of Millicom's publicly available information by the legal and financial advisors of such holders, which is expected to last for no more than two weeks.

The commitment by Millicom to amend the terms of the existing private exchange offer and to re-circulate the related private offering documents is subject, among other things, to the completion of the previously mentioned due diligence, and additional holders of the notes delivering binding commitments to participate in the exchange offer on such amended terms.

AS PREVIOUSLY ANNOUNCED: Millicom, a Bertrange, Luxembourg-based telecommunications investor, said on Jan. 21 that it had begun an offer to exchange two issues of new debt for all of the outstanding 13½% notes, and had also begun a related solicitation of noteholder consents to proposed indenture changes.

Millicom initially said that the exchange offer and consent solicitation would expire at 5 p.m. ET on Feb. 20 (this was subsequently extended).

It said that the exchange offer was being made in a private offering only to U.S. holders of the existing notes who could be considered either "qualified institutional buyers" or "accredited investors" or to holders who are not "U.S. persons," as all of these terms are defined by the Securities Act of 1933.

The company said that holders of the existing notes validly tendering them for exchange would receive $600 of Millicom's newly issued 9% senior notes due 2005, plus $75 of Millicom's newly issued 4% senior convertible PIK (payment-in-kind) notes due 2005 per $1,000 of the existing notes.

It noted that the new 4% notes would be convertible into Millicom's common stock at any time after April 1 at a conversion price of $5 per share, which could result in a dilution to existing Millicom stockholders of approximately 22% (assuming the company issues no additional PIK notes in lieu of cash interest). At their maturity or upon their redemption, Millicom - at its option - may pay the then-outstanding principal amount of the 4% notes in whole or in part, plus the accrued and unpaid interest on the notes, either in cash or in shares of its common stock.

Millicom said that its wholly owned Millicom International Operations BV subsidiary will irrevocably and unconditionally guarantee both the new 9% notes and the new 4% notes.

On Feb. 20, Millicom said that it had extended the exchange offer to 5 p.m. ET on Feb. 28, subject to possible further extension, from the original Feb. 20 deadline.

Millicom also confirmed that it had been notified that an ad hoc committee of bondholders had been formed and had retained Houlihan Lokey Howard & Zukin as financial advisers and Orrick, Herrington & Sutcliffe as legal advisers. Millicom said it had conversations with this ad hoc committee, and was extending the exchange offer and consent solicitation "to facilitate the continued dialogue."

Millicom subsequently extended the exchange several more times, most recently on March 21, when it extended the offer to 5 p.m. ET on March 28.

The company said that the rights of withdrawal for those bondholders who had already tendered their acceptance to the exchange offer and consent solicitation would continue until the new expiration date, in accordance with the terms of the private offering documents.

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