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Published on 10/29/2003 in the Prospect News High Yield Daily.

National Waterworks, seeks 10½% noteholder consents to indenture changes

New York, Oct. 29 - National Waterworks, Inc. said that it has begun seeking the consent of holders of at least a majority of its outstanding principal amount of its 10½% senior subordinated notes due 2012 to proposed indenture amendments.

The consent solicitation will expire at 5 p.m. ET on Nov. 12, subject to possible extension. Holders delivering valid consents by that deadline will be eligible to receive a $20 per $1,000 principal amount consent payment.

National Waterworks, a Waco, Texas-based distributor of equipment for the transportation of water and wastewater, said it is asking noteholders to amend the "restricted payments" covenant of the notes' indenture to permit the payment of a one-time $110 million dividend by the company to its corporate parent, National Waterworks Holdings, Inc, which would enable Holdings to in turn pay a $110 million dividend to its stockholders.

The company plans to incur an $80 million term loan under its senior credit facility during the fourth quarter, and will use the proceeds, together with internally generated cash, to pay the dividend.

The consummation of the consent solicitation - a necessary condition to the payment of the dividend - is itself conditioned upon, among other things, the incurrence by National Waterworks of the term loan, and by its obtaining an amendment to certain terms of its existing senior credit facility.

Goldman, Sachs & Co. (contact the Credit Liability Management division at 800 828-3182), J.P. Morgan Securities Inc. and UBS Securities LLC will act as solicitation agents. The information agent is Global Bondholders Services Corp. (call the Corporate Actions department at 866 873-7700).


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