Owens & Minor receives consents to amend 8½% notes, prices tender consideration

By Angela McDaniels

Seattle, April 4 - Owens & Minor Inc. said it received consents to amend the indenture governing its 8½% senior subordinated notes due 2011 from holders of 99.99%, or $199,980,000, of the notes during a consent solicitation that ended on Monday.

The amendments eliminate substantially all of the covenants and certain events of default.

The Richmond, Va., distributor of medical supplies also priced the tender offer consideration on Tuesday. The company will pay $1,050.23 for each $1,00 principal amount of notes, which includes a $30.00 consent payment for noteholders who consented by the consent deadline, plus accrued interest up to but excluding the purchase date.

The consideration is based on the present value of the notes' $1,042.50 redemption price on their first call date of July 15, 2006 plus interest up to that date, discounted using 50 basis points over the bid-side yield of the 7% U.S. Treasury note due July 15, 2006, minus accrued interest up to the date of purchase in the tender.

The tender offer, which began on March 21, expires at 11:59 p.m. ET on April 17.

The company will use proceeds from a $200 million offering of 6.35% notes due 2016 and cash on hand to fund the tender offer and consent solicitation.

Lehman Brothers Inc. is dealer manager and solicitation agent (800 438-3242 or call collect 212 528-7581). Georgeson Shareholder Communications, Inc. is information agent (800 868-1351, banks and brokerages call 212 440-9800). The depositary is SunTrust Bank.

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