Jasmine Submarine Telecom extends 8.483% '11 tender offer

Jasmine Submarine Telecommunications Co. Ltd. (Ba3) said on Friday (June 14) that it had extended the expiration deadline for its previously announced tender offer and related consent solicitation for its outstanding 8.483% senior secured notes due 2011. The deadline was extended to 12 p.m. ET on June 18, subject to possible further extension, from the previous June 13 deadline. Jasmine Submarine expects the settlement date - which will be no later than the fifth business day after the date on which the offer expires - to now be June 25. If the offer is further extended for five business days or less, Jasmine Submarine said it would make reasonable efforts to pay holders for their tendered notes on June 25. The company indicated that $137.466 million of the 8.483% notes currently remain outstanding, down from the previously announced $142.596 million, but offered no explanation for the revision. AS PREVIOUSLY ANNOUNCED, Jasmine Submarine Telecom, a Bangkok, Thailand-based telecommunications company, said on May 2 that it was beginning a cash tender offer for its 8.483% notes, as well as a related solicitation of noteholder consents to proposed indenture changes and to the release of the security securing the notes. The company initially set a consent deadline of 11:59 p.m. ET on May 15, which was subsequently extended and later waived entirely, and a tender offer expiration deadline of 11:59 p.m. ET on May 30, which was subsequently extended more than once. It said that holders tendering their notes would be required to consent to the proposed amendments and to the release of the security, while holders granting consent would be required to tender their notes. Jasmine initially said those notes which are validly tendered and accepted for purchase would be purchased at a price of $650 per $1,000 principal amount of notes (this amount was subsequently modified in the clarification released May 6), plus accrued and unpaid interest from May 30 up to - but not including - the settlement date of the offer, less a consent payment of $30 per $1,000 principal amount of notes (which would only be paid for those notes tendered by the already outlined consent deadline). The interest and principal payments scheduled for May 30 would not be affected by the offer. Jasmine said that the closing of the tender offer and consent solicitation would be conditioned on a number of factors, including - among other things - Jasmine Submarine receiving valid tenders, with consents, of all of the outstanding notes (this requirement was subsequently modified) and Jasmine Submarine obtaining net proceeds under the terms of a secured bank loan agreement with Krungthai Bank. The agreement calls for the loan of up to 4.35 billion Thai baht (approximately $101 million, based on the spot exchange rate on May 1). On May 6, the company said that it had issued a supplementary announcement regarding its previously announced cash tender offer for its remaining outstanding $142.956 million of 8.483% notes (out of the original principal amount of $180 million), in order to clarify the purchase price. The supplement clarified that notes validly tendered and accepted for purchase would be purchased at a price of 65% of the principal amount that will remain to be paid on the notes after the May 30 principal payment, or $496.405 per $1,000 original principal amount of notes (corrected from the originally announced $650 per $1,000 principal amount; the corrected amount was meanwhile subsequently increased). Of this amount, Jasmine Submarine designated 3% of the principal amount that would remain to be paid on the notes after the May 30 principal payment, or $22.911 per $1,000 original principal amount of notes, as a consent payment for those holders tendering their notes by the consent deadline (originally set for May 15 but subsequently extended and then, later waived). Jasmine Submarine said it would also pay accrued and unpaid interest on the tendered notes from May 30, (the date of the next scheduled interest and principal payments on the notes and also, the expiration date for the tender offer), up to - but not including - the settlement date of the offer. The interest and principal payments scheduled for May 30 would not be affected by the offer. On May 20, the company said that it would extend the consent deadline to 11:59 p.m. ET on May 22 from May 17 previously (this deadline was subsequently waived). On May 29, Jasmine said that it was again extending the expiration of the offer to 11:59 p.m. ET on June 13, subject to possible further extension, from the earlier May 30 deadline, and it also announced that it was amending the terms, so that Jasmine Submarine waived the consent payment deadline, which had previously been extended to May 22. The company said it was amending the tender offer to increase the purchase price offered for outstanding notes which are validly tendered and accepted for purchase from 65% of the principal amount that will remain to be paid on them after the May 30 principal payment (i.e. $496.405 per $1,000 original principal amount of notes) to 70% of the principal amount that will remain to be paid after the May 30 payment, (i.e. $534.59 per $1,000 original principal amount). Holders tendering notes will also receive accrued and unpaid interest. Jasmine Submarine said that notes purchased under terms of the offer would be paid for in same-day funds on the settlement date, which will be no later than the fifth business day after the date on which the offer expires, or as soon as practicable after that date. In view of the extended expiration deadline, the company said that it expects that this date will be June 20, assuming the offer is not further extended. If the offer is further extended for five business days or less, Jasmine Submarine said it would make reasonable efforts to pay the noteholders on June 20. Jasmine Submarine further announced that it would modify the 100% tender condition to the offer, so that instead of conditioning completion of the offer upon (among other things) receipt of tenders of 100% of the outstanding principal amount of the notes from their holders, the offer would now be conditioned upon the receipt of tenders of 51% of the outstanding notes. In connection with that modification in the offer's terms, Jasmine Submarine said that its lender, Krungthai Bank Public Company Limited, has agreed to modify the 100% tender condition to the advance of funds to Jasmine Submarine under their secured bank loan agreement of April 30. Krungthai Bank will now require receipt of tenders of 51% of the outstanding notes in the offer, rather than the previous 100% requirement. Salomon Smith Barney (call 800 558-3745) is the dealer manager; the information agent is Mellon Investor Services (banks and brokers call collect at 917 320-6286, others call 888 566-9471).

Seabulk plans to buy back 12½% '07 notes

Seabulk International Inc.(B3) said on Thursday (June 13) that it expects to redeem or repurchase all of its outstanding 12½% senior secured notes due 2007, although it gave no specific details as to the likely timing of such a transaction or what form it might take. Seabulk, a Fort Lauderdale, Fla.-based provider of marine support and transportation services, primarily to the energy and chemical industries, disclosed its intentions in conjunction with its announcement that it had signed a definitive agreement with DLJ Merchant Banking Partners III, LP, a CSFB Private Equity fund, and affiliated entities, and Carlyle/Riverstone Global Energy and Power Fund I, LP for a $100 million equity investment, and had also signed a commitment letter with Fortis Capital Corp. and NIB Capital Bank NV, as arrangers, for a $180 million senior secured credit facility, which would replace the Company's existing facility. In addition to being used to repurchase or redeem Seabulk's outstanding senior notes, proceeds from the new equity investment and new bank credit facility, totaling approximately $280 million, will be used to repay Seabulk's existing bank debt and provide growth capital for new initiatives. Seabulk is the successor company to Hvide Marine, which issued the original $95 million of 12½% notes in December, 1999.

Spectra Site extends and amends tender offers for five series of bonds

SpectraSite Holdings Inc. (Caa3/B) said on Wednesday (June 12) that it had amended its previously announced tender offers for a portion of its five series of outstanding senior notes and senior discount notes. The offer was amended to reduce the minimum tender condition, so that the offer would now be conditioned on the company receiving valid tenders, not subsequently withdrawn, for notes having an aggregate purchase price (as determined by a "modified Dutch auction" process) of at least $150 million, down from the original minimum tender threshold of $300 million. SpectraSite said the other conditions of the tender offers and the price ranges of the "modified Dutch auctions" remain unchanged. The conditions to the previously announced funding of an issue of up to $350 million of new Term Notes by Welsh, Carson, Anderson & Stowe in connection with the tender offers also remain unchanged, including the condition that SpectraSite complete purchases of the outstanding notes at an aggregate purchase price of at least $300 million. SpectraSite further said that if the amount funded by Welsh Carson exceeds the total amount used to repurchase the existing notes in the tender offers (plus another $10 million that will be used to refinance indebtedness under SpectraSite's existing credit facility), SpectraSite will use the excess cash proceeds for general corporate purposes, which may include purchasing additional existing notes in the open market. The company said it reserves reserves the right, at its sole discretion, to purchase any notes remaining outstanding following the tender offers and the related exchange offers. Such purchases could be made from time to time through open market or privately negotiated transactions, one or more additional tender or exchange offers, or otherwise upon such terms and at such prices as SpectraSite may determine, with such excess proceeds or other available funds. The prices the company pays in such subsequent purchases may be higher or lower than those in the current tender offers. The tender offers have been extended and will expire at 5 p.m. ET on June 19. No securities have been deposited to date. AS PREVIOUSLY ANNOUNCED, SpectraSite, a Cary, N.C.-based communications antenna tower operator, said on May 16 that it would shortly commence debt tender offers to repurchase certain of its senior notes. The company said it expected to begin the tender offers no later than May 22. SpectaSite said it would repurchase portions of the five outstanding issues of its senior notes at a maximum aggregate purchase price of $340 million. The offers would have a minimum condition requiring that the company receive tenders for notes with an aggregate purchase price of $300 million (this was subsequently adjusted downward to $150 million). SpectraSite said it would make a separate offer for each issue of notes, with tenders to be accepted within price ranges specified by SpectraSite. The company said it planned to purchase up to $115 million of its $200 million of currently outstanding 10¾% senior notes due 2010 at a price within a range of $435 to $495 per $1,000 principal amount, for a total expected expenditure for that series of notes of $50 million. It planned to purchase up to $110 million of its $200 million of currently outstanding 12½% senior notes due 2010 at a price within a range of $455 to $520 per $1,000 principal amount, for a total expected expenditure for that series of notes of $50 million. It planned to purchase up to $148 million of its $225 million (principal amount at maturity) zero-coupon/12% senior discount notes due 2008, at a price within a range of $305 to $350 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $45 million. It planned to purchase up to $392 million of its $587 million (principal amount at maturity) zero-coupon/11¼% senior discount notes due 2009, at a price within a range of $255 to $290 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $100 million. And it t planned to purchase up to $413 million of its $560 million (principal amount at maturity) zero-coupon/12 7/8% senior discount notes due 2010, at a price within a range of $230 to $260 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $95 million. The maximum amount of each series of notes to be purchased would assume the lowest price in the range of prices specified. SpectraSite said it planned to use up to $340 million of the proceeds of a new $350 million financing to be provided, subject to certain conditions, by the private equity firm of Welsh, Carson, Anderson & Stowe to acquire the outstanding bonds through a "modified Dutch auction." SpectraSite said it would use $10 million of the proceeds of the new financing to refinance a portion of its senior credit facility. SpectraSite further said that If the debt tender offers were completed, subject to certain conditions to be set forth in the official Offers to Purchase, Welsh Carson had agreed to fund up to $350 million of new convertible term notes. SpectraSite said it would also make private offers to bondholders deemed "Qualified Institutional Buyers," to exchange the same issues of senior notes for up to $75 million of new convertible debt. The exchange offers would close after the debt tender offers, and the debt tender offers would not be conditioned on the exchange offers. The interest rate and conversion price of the notes offered in the exchange offers would likely be similar to those contained in the new Term Notes, which would have a 12 7/8% coupon and a $0.65 per share conversion price. The notes offered in the exchange offer would not be registered under the Securities Act of 1933 and could not be offered or sold in the United States, absent registration or an applicable exemption from registration requirements. The company said that notes tendered under terms of one of its offers could be withdrawn at any time prior to the expiration date. It said the debt tender offers would be subject to customary conditions as well as the minimum condition. On May 20, SpectraSite said in an 8-K filing with the Securities and Exchange Commission that it had begun its cash tender offers for the five issues as previously outlined, and set June 18 as the expiration date for the tender offers, which was subsequently extended. Besides the minimum tender condition - now adjusted downward - and the Welsh Carson convertible term note financing condition, as previously outlined, SpectraSite said the tender offers would al so be subject to the receipt of all necessary consents from the lenders under SpectraSite's existing credit facility. In addition to the tender offers for the five series of notes, SpectraSite and its SpectraSite Intermediate Holdings, LLC affiliate also began a previously outlined offer to qualified institutional buyers within the meaning of Rule 144A of the Securities Act of 1933 to exchange up to $75 million of newly issued 12.875% convertible notes due 2008 for a portion of the outstanding notes not purchased in the aforementioned tender offers, and said the new exchange notes would be structurally senior to the existing notes. SpectraSite said that while the tender offers would not be conditioned on the exchange offers, the exchange offers - which were expected to expire after the expiration of the tender offers - would be conditioned upon, among other things, the completion of the tender offers to the extent necessary to satisfy the aforementioned $300 million minimum tender condition. Goldman, Sachs & Co. will be the dealer manager for the debt tender offers.

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