LDM Technologies again amends and extends 10¾% '07 note exchange offer

LDM Technologies Inc. (Caa3/B) said on Tuesday (July 2) that it had amended the terms of its previously announced offer to exchange new senior notes due 2007, plus cash, for its outstanding 10¾% senior subordinated notes due 2007, and had extended its expiration to 11:59 p.m. ET on July 16 from its previous July 2 deadline. As of 3 p.m. ET on the day of that prior deadline, the company had received no additional tenders from holders of the outstanding notes. LDM said it was amending the exchange offer terms to increase the consideration offered to the noteholders to $850 principal amount of new 11¾% senior notes due 2007 and $10 cash for per $1,000 principal amount of existing notes tendered (from $750 of new notes and $25 cash previously; additionally, LDM has raised the coupon on the new notes it is offering from 11½% previously). Other than the increased consideration, all other terms are unchanged. It said that holders of the existing notes who have previously validly tendered them under the previous terms of the offer and who have not withdrawn them need not take any further action in order to receive the increased consideration.

AS PREVIOUSLY ANNOUNCED, LDM, an Auburn Hills, Mich.-based auto components maker, said on May 7 that it had begun an offer to exchange the new 11½% notes for its $110 million of outstanding 10¾% notes. The company initially offered to exchange $700 principal amount of the new notes for each $1,000 principal amount of its current notes, although the compensation was subsequently raised twice in the face of tepid investor response. The terms of the new notes will be substantially identical to those of the current notes, except that the new notes (1) will be senior in right of payment to the current notes; (2) will not be registered for public trading; and, (3) even though they are subordinated, the new notes will have covenants that are customary for senior notes, including covenants restricting LDM and LDM's restricted subsidiaries from incurring liens and entering into sale and lease- back transactions. LDM initially said the exchange offer would expire at 11:59 p.m. ET on June 3, although this was subsequently extended several times. Holders may withdraw their tenders of the current notes or change their selection of exchange notes at any time prior to the expiration date. The exchange offer is not conditioned upon a minimum tender. New notes offered under the exchange offer will not, upon issuance, be registered under the Securities Act of 1933, as amended, and will only be offered in the U.S. to qualified institutional buyers and institutional accredited investors in a private Rule 144A transaction, and outside the U.S. to persons other than U.S. persons in offshore transactions. The company will enter into a registration rights agreement, under which it will agree to file an exchange offer registration statement with the Securities and Exchange Commission regarding the new notes.

On June 4 and again on June 10, LDM announced extensions to the offer, and said that it had received no additional tenders from noteholders, on top of the tenders of less $1 million of the existing notes which had been reached by the original deadline, and it said that the company planned to shortly release revised terms for the exchange offer. On June 12, LDM said that it had amended the exchange offer, and had extended it to 11:59 p.m. ET on June 25. Besides extending the offer, LDM raised the consideration offered to its noteholders to $750 principal amount of new 11½% senior notes due 2007 and $25 cash per $1,000 principal amount of its existing notes. It said that other than the increased consideration, all other terms would remain identical to the original offer. LDM said that noteholders could withdraw their tenders of the existing notes, or change their selection of the new exchange notes at any time prior to the extended expiration date. Holders of existing notes who had previously validly tendered their notes (and who had not subsequently withdrawn them) would not have to take any further action to tender their notes. On June 26, LDM again extended the exchange offer (to 5 p.m. ET on July 2) and said that it had received no additional tenders from the noteholders. D.F. King & Co. (contact Tom Long, at 212 493-6920) is the information agent for the exchange offer.

Solutia sells bonds to fund 6½% ' 02 note repayment

Solutia Inc./SOI Funding Corp.(Ba2/BB-) was heard by high yield syndicate sources to have sold about $200 million seven-year bonds on Tuesday (July 2), with a portion of the deal proceeds expected to be used to repay its 6½% senior notes coming due this October. The deal was downsized from the $250 million which had originally been shopped around. AS PREVIOULY ANNOUNCED, market sources heard on June 18 that Solutia - a St. Louis-based chemical company - would be starting a roadshow the next day for a $250 million Rule 144A offering of senior secured notes due 2009. The sources heard that proceeds of the bond deal would be used to pay down Solutia's revolving credit debt and repay the 6.50% notes. On June 19, Solutia said the issuing entity for its pending bond issue, SOI Funding Corp., might place proceeds from the bond deal in escrow pending closure of its credit facility. Solutia said that if it did not refinance its existing revolver by Aug. 9 - four days before the facility matures - then SOI Funding would be required to use the funds in the escrow account to redeem the notes at a redemption price equal to 101% of their principal amount, plus accrued interest up to the redemption date. It said that the same redemption requirement would apply before Aug. 9 if it were to not complete its refinancing plan. According to the company's announcement, the new notes were part of a plan to refinance the existing revolver and repay the $150 million of 6 ½% notes maturing on Oct. 15.

Spectra Site extends tender offers for five series of notes

SpectraSite Holdings Inc. (Caa3/B) said on Tuesday (July 2) that it had extended its previously announced tender offers for five issues of its senior and senior discount notes; the offers are now set to expire at 5 p.m. ET on July 15, subject to possible further extension. The offers had previously been extended to 5 p.m. ET on July 12. It said that no securities have been deposited to date.

AS PREVIOUSLY ANNOUNCED, Spectra Site, 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. SpectraSite 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 12 ½% 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 78% 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 also be subject to the receipt of all necessary consents from the lenders under SpectraSite's existing credit facility. In addition to the tender offer s 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.

On June 12, SpectraSite said that it had amended its previously announced tender offers to reduce the minimum tender condition, so that the offers would now be conditioned on the company receiving valid tenders, not subsequently withdrawn, for notes having an aggregate purchase price (as determined by the "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 in connection with the tender offers also remained 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 would be used to refinance indebtedness under SpectraSite's existing credit facility), SpectraSite would then use the excess cash proceeds for general corporate purposes, which could include purchasing additional existing notes in the open market. The company said it reserved 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, via one or more additional tender or exchange offers, or otherwise upon such terms and at such prices as SpectraSite might determine, with such excess proceeds or other available funds. The prices the company would pay in such subsequent purchases might be either higher or lower than those in the current tender offers. SpectraSite further said that the current tender offers for the notes have been extended from the earlier June 18 deadline and would now expire at 5 p.m. ET on June 19, subject to possible further extension. It added that no securities had been deposited to date.

On June 17, SpectraSite said that it had been informed that certain holders of the outstanding notes had filed a complaint in the U.S. District Court in Wilmington, Del. seeking, among other things, to prevent SpectraSite from continuing and completing its tender offers for the notes. SpectraSite said the complaint alleged that the tender offers and the transactions contemplated in connection with the tender offers, including the funding of an issue of up to $350 million of new Term Notes by Welsh, Carson, Anderson & Stowe in connection with the tender offers, violated the notes' indentures, as well as the Trust Indenture Act and other securities laws and further contended that the offer resulted in a breach of the fiduciary duties owed by SpectraSite, its Board of Directors and Welsh Carson to holders of the notes. SpectraSite said in response that it believed the claims were without merit and vowed to vigorously defend against the action. On June 19, SpectraSite said that it would continue the tender offers as scheduled, following the issuance the previous day (June 18) by the presiding judge in the case of an order stating that the court would not consider the plaintiffs' request for a temporary restraining order prior to the (then-currently) scheduled expiration time of the tender offers. SpectraSite said that it had accordingly advised the court that it would proceed with the tender offers and that it planned to close the tender offers as soon as it believed that all of the conditions to the tender offers had been satisfied or waived. Later on June 19, SpectraSite said that it had again extended the tender offers for the five series of notes to 5 p.m. ET on June 26, subject to possible further extension, from the prior June 19 deadline. SpectraSite said that as of that prior deadline, noteholders had tendered to the company $40.9 million principal amount of SpectraSite's 10¾% notes, $18.4 million principal amount of its 12 ½% notes, $16.8 million principal amount at maturity of its 12% discount notes, $9.5 million principal amount at maturity of its 11¼% discount notes, and $1.2 million principal amount at maturity of its 12 7/8% discount notes. It said the tendered notes would have an aggregate purchase price under the terms of the tender offers of approximately $38.7 million. SpectraSite said the tendered notes could be withdrawn by their holders at any time prior to the now-extended expiration date. SpectraSite also said that the court case brought by bondholders objecting to the offers was continuing, with a hearing on the plaintiffs' request for a temporary restraining order scheduled to take place on Friday afternoon, June 21. On June 21, SpectraSite said that the court hearing had been rescheduled for the afternoon of June 24. On June 25, SpectraSite said that the court had again rejected the application of the plaintiffs that it temporarily restrain the company from consummating tender offers for the notes. SpectraSite reiterated that it will continue to vigorously defend against the action and expeditiously seek dismissal of the remaining claims. In addition, it also again extended the expiration date for each of the offers to 5 p.m. ET on July 12, subject to further extension. As of the close of business on June 25, $36.5 million principal amount of the 10¾% notes, $17.2 million principal amount of the 12½% notes, $6.4 million principal amount at maturity of the 12% discount notes, $9.5 million principal amount at maturity of the 11¼% discount notes and $1.2 million principal amount at maturity of 12 7/8% discount notes had been validly tendered, representing notes with an aggregate purchase price of approximately $32.3 million.

Goldman, Sachs & Co. (call 800 828-3182) is the dealer manager for the debt tender offers. D.F. King & Co. Inc. (call 800 431-9633 or 212 269-5550) is the information agent.

Colt Telecom in further buyback of euro-denominated notes

Colt Telecom Group PLC (B1/B+) said on Monday (July 1) that it had bought back a further £10 million of its bonds at a cost of £4 million. The buyback was the latest of a series of such bond repurchases the company has announced lately. In the latest buyback, Colt said it bought back €8.9 million accreted principal amount of its originally issued €295 million of 2% senior convertible notes due March, 2006, bringing the total amount of its repurchases to date to €94.8 million, and it bought back €6.5 million accreted principal amount of its €368 million of 2% senior convertible notes due December, 2006, bringing total repurchases to €82.8 million.

The company also said that although no further bonds from the following series were bought in the latest transactions, Colt has so far bought back $64.3 million of its $314 million of 12% senior discount notes due in December 2006; £3 million face amount of its £50 million of 10 1/8% senior notes due November 2007; €8.1 million of its €76.7 million of 8 7/8% senior notes due November, 2007; €51.9 million of its €306.8 million of 7 5/8% senior notes due July, 2008; €50.3 million of its €320 million of 7 5/8% senior notes due December 2009; €16.8 million accreted principal amount of its €306.8 million of 2% senior convertible notes due August 2005; and €95 million accreted principal amount of its €402.5 million of 2% senior convertible notes due April 2007.

AS PREVIOUSLY ANNOUNCED, Colt Telecom, a London-based provider of business and telecommunications services in Europe, has recently bought back dollar-, euro- and/or sterling- denominated bonds on a number of occasions through its Colt Telecom Finance Ltd. subsidiary. Colt said on Feb. 28 that it had purchased dollar-, euro- and sterling-denominated bonds with a total face value or accreted amount of £34 million, for a cash outlay of £13 million. On March 4, Colt said it had made further purchases of £5.9 million (total face value or accreted amount) of outstanding dollar- and euro-denominated bonds, for a cash outlay of £2.2 million. Colt said on March 8 that it had purchased more dollar-, sterling- and euro-denominated bonds with a total face value or accreted amount of £14 million, for a cash outlay of £8 million. On March 18, Colt said that it had bought back a further £9 million of its dollar-and euro-denominated bonds for £5 million of cash. On May 16, Colt said it had purchased a further £10 million of its dollar- and euro-denominated bonds for a cash outlay of £4 million, and on May 20, it bought back a further £14 million of its dollar- and euro-denominated bonds at a cost of £6 million. On May 24, Colt said that it had bought back a further £11 million of its dollar- and euro-denominated bonds at a cost of £6 million. On June 10, Colt said that it had bought back a further £18 million of its dollar- and euro-denominated bonds at a cost of £9 million. On June 19, Colt said that it had bought back a further £2 million of its dollar- and euro-denominated bonds at a cost of £1 million. On June 26, Colt said that it had bought back a further £11 million of its dollar- and euro-denominated bonds at a cost of £5 million. The company said on each occasion that it has no intention to sell the notes it has purchased, adding that arrangements may be made "in due course" to cancel such notes. Colt also said each time that it may buy additional bonds in the future.

Concentra to redeem 13% notes

Concentra Operating Corp. (B3/B+) said on June 26 that it will redeem $47.5 million of its 13% Series A and Series B senior subordinated notes due 2009 under the terms of their indentures. Concentra - an Addison, Texas-based provider of managed healthcare services (and the successor to and a wholly owned subsidiary of Concentra Inc.) said that the planned redemption represents 25% of the $190 million of currently outstanding notes, which were issued in 1999 in connection with Concentra's recapitalization. Concentra expects to complete the redemption on July 24. The company said that holders affected by the redemption will be notified by the notes' trustee, the Bank of New York, as to the amounts to be redeemed from them, in accordance with the indenture. Concentra said that to fund the redemption, its corporate parent, Concentra Inc., borrowed $55 million in a two-year bridge loan facility provided by Salomon Smith Barney and Credit Suisse First Boston, and guaranteed by Concentra Inc.'s primary equity sponsor, Welsh Carson Anderson & Stowe. The proceeds of the loan have been contributed to Concentra as equity to fund the redemption and related transaction fees. Concentra said that it chose to undertake the bond redemption in advance of the Aug. 15 deadline set forth in the indenture for such a transaction. Concentra said that in addition to benefiting the company by lowering its level of debt, the bond redemption will also lower its interest expense and the consolidated interest expense of its parent corporation, Concentra Inc.

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