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Published on 5/28/2003 in the Prospect News Convertibles Daily.

Newfield calls 6½% convertibles

New York, May 28 - Newfield Exploration Co. said its Newfield Financial Trust I has called all its outstanding 6½% cumulative quarterly income convertible preferred securities, series A (Quips).

The redemption will be on June 27 at a price of $52.6542, or 104.55% of the $50 liquidation preference, plus $0.3792 of accrued distributions through the redemption date.

Up to the close of business on June 27, holders may convert the Quips into Newfield stock at the rate of 1.3646 shares per Quips, equivalent to a price of $38.59 if accrued distributions are included. Newfield stock closed at $37.49 on Wednesday.

The Houston oil and gas exploration and production company will use the $131.2 million proceeds of its recent sale of 3.5 million shares of common stock to fund the redemption. If none of the Quips are converted, the total price will be $151.4 million.

Cox says $989 million Prizes, Phones tendered through May 20

New York, May 28 - Cox Communications, Inc. said that as of May 20 a total of $989 million principal amount of its Prizes and Phones had been tendered.

The total is made up of $843.3 million principal amount of the 2% exchangeable subordinated debentures due 2029 in the Prizes structure and $145.7 million principal amount of the 3% exchangeable subordinated debentures due 2030 in the Premium Phones structure. If the company accepts these securities, it will pay a total of $481.4 million, Cox said in a filing with the Securities and Exchange Commission.

Funding for the tender will come from Cox's offering of $600 million 4.625% notes due 2013, completed on May 27.

The tender runs until 5.00 p.m. ET on June 4.

If all the Prizes and Phones are tendered, Atlanta broadband communications company will have to pay $758.8 million.

As previously announced, on May 19, Cox raised the price it is offering to pay in the tender to $41.50 per $88.50 principal amount of the Prizes and $590 per $1,000 principal amount of the Phones validly tendered by the expiration date. Cox will pay accrued interest through the settlement date.

Cox said the tender is part of its continuing efforts to reduce its long-term obligations and simplify its balance sheet.

Morgan Stanley (Contact the Liability Management Desk at 800 624-1808) and Merrill Lynch & Co. (Contact the Liability Management Desk at 888 654-8637) are dealer managers and Georgeson Shareholder Communications Inc. (800 813-3269) is information agent for the tender offers. Banc of America Securities LLC and SunTrust Robinson Humphrey are serving as co-managers for the tender offers.

SBS Broadcasting buys back $5 million 7% convertibles

New York, May 28 - SBS Broadcasting SA said it bought back $5 million of its 7% convertible subordinated notes due 2004 during March.

The Luxembourg-based company recorded a gain of €109,000 on the extinguishment of the debt.

SBS now has $65 million of the convertibles outstanding, according to a filing with the Securities and Exchange Commission.

Sovereign to remarket convertible trust preferreds

New York, May 28 - Sovereign Bancorp, Inc. said it will remarket its Trust Preferred Income Equity Redeemable Securities (Piers units) and redeem the warrants included in the units - as well as any separately held warrants.

The Philadelphia bank holding company said the remarketing of the preferred securities included in the units will be on June 24. Holders will receive accrued distributions through June 26.

The new distribution rate on the preferreds will be determined in the remarketing and they will be redeemed on Aug. 25. Holders who do not want their securities remarketed must give notice by 5.00 p.m. ET on June 13 to Bank of New York. Lehman Brothers will be the remarketing agent.

The warrants will be redeemed at $17.21 per warrant on June 27 unless holders give notice to exercise them by 5.00 p.m. ET on June 26.

Holders who exercise the warrant but do not have their trust preferreds remarketed must pay the exercise price in cash.

The Piers units were issued as 7.5% preferred securities of Sovereign Capital Trust II and a warrant to purchase 5.3355 shares of Sovereign common stock up to Nov. 20, 2029. Sovereign stock closed at $15.50 Wednesday.

If all the warrants are exercised, Sovereign will issue 30.7 million shares. Due to the elimination of interest costs on the trust preferreds, if all warrants are exercised the net effect of the remarketing is neutral to earnings per share, and approximately 13% accretive to Sovereign's tangible common equity, the bank said.


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