PerkinElmer tenders for 6.80% '05 notes

PerkinElmer, Inc. said on Friday (Nov. 22) that it has begun a cash tender offer for its $115 million of outstanding 6.80% notes due 2005, and a related solicitation of noteholder consents to proposed changes in the notes' indenture, which would eliminate substantially all of the restrictive covenants in the indenture. The offer is being made in connection with PerkinElmer's recently announced plans to refinance its existing debt. Completion of the offer is not a condition to completion of the refinancing transactions.

The Boston-based technology company said the offer is scheduled to expire at 10 a.m. ET on Dec. 23, while the consent deadline by which holders must tender their notes and deliver their consents in order to be eligible to receive the consent payment as part of their consideration, is 5 p.m. ET on Dec. 6, with both deadlines subject to possible extension.

The company is offering consideration of $985 per $1,000 principal amount of notes tendered, plus accrued and unpaid interest up to, but not including, the payment date for the notes accepted for purchase. PerkinElmer will pay an additional $15 per $1,000 principal amount of notes purchased as a consent payment to holders of notes who tender their notes and deliver their consents on or before the consent date.

PerkinElmer said its obligation to complete the tender offer and consent solicitation is subject to a number of conditions, including its receipt of funding under its recently announced refinancing plan, and the receipt of consents to the indenture amendments from holders of at least a majority of the total principal amount of outstanding notes.

Merrill Lynch (call toll-free at 888 ML4-TNDR or call 212 449-4914) is the dealer manager in connection with the offer and the solicitation agent for the consent solicitation. D.F. King & Co., Inc. (banks and brokers call collect at 212 269-5550, all others call toll-free at 800 290-6426) is the information agent for the offer.

Toll Brothers to redeem 8 ¾% '06 notes

Toll Brothers, Inc. said on Friday (Nov. 22) that it will redeem all of its $100 million of outstanding Toll Corp. 8¾% senior subordinated notes due 2006. The redemption will take place on Dec. 27. The notes will be redeemed at a price of 102.917% of principal amount (i.e. $1,029.17 per $1,000 principal amount) plus accrued interest.

Toll Brothers, a Huntingdon Valley, Pa.-based homebuilder, said it would redeem the notes using a portion of the proceeds from its offering of $300 million of new 6 7/8% senior notes due 2012, which was completed on Friday. In addition to redeeming the 8¾% notes, the company will also use the deal proceeds to repay borrowings under its bank revolving credit facility and for general corporate purposes. The redemption of the 8¾% notes will result in a pre -tax charge in Toll's first quarter of fiscal 2003 of approximately $4 million.

Sweetheart Cup plans exchange offer for 12% '03 notes

Sweetheart Cup Co. Inc. said on Thursday (Nov. 21) that it will offer to exchange new senior subordinated notes due 2007 for its existing $110 million of 12% senior subordinated notes due 2003, and is also soliciting noteholder consents to eliminating and/or amending certain restrictive covenants and other provisions in the existing notes' indenture. Sweetheart is concurrently seeking the consent of the holders of its outstanding 9½% senior subordinated notes due 2007 to proposed changes in those notes' indenture.

Sweetheart, an Owings Mills, Md.-based maker of disposable foodservice and food packaging products, outlined the details of the offer in an S-4 filing with the Securities and Exchange Commission. The offer will begin when the registration statement is declared effective by the SEC.

It said that the exchange offer is being undertaken to provide the company with the necessary time to execute its business plan and to further evaluate its strategic alternatives. It called completion of the exchange offer and the accompanying consent solicitations "critical" to the success of the strategic plan, warning that if it is unable to consummate the exchange offer and consent solicitation by March 1, 2003, its senior credit facility, unless otherwise amended, will be in default and would become due and payable. The company also warned that it may not have sufficient funds to pay the principal amount at maturity of the existing notes being exchanged for.

Sweetheart did not initially set an expiration deadline for the offer. It said that the new notes would be given to holders who tender their existing notes on a 1-for-1 even exchange basis, and said it would also pay accrued and unpaid interest on the old notes. Holders who tender their notes must also consent to the proposed indenture changes. They can withdraw tendered notes and revoke their consents at any time prior to the expiration of the exchange offer and consent solicitation; however a holder who revokes consent will be deemed to have also withdrawn all notes tendered.

The proposed offer will be conditioned on, among other things, the receipt of tenders from holders of at least 90% of the principal amount outstanding of the 12% notes, Sweetheart's receipt of consents from holders of at least a majority of its 9½% notes to the appropriate indenture changes, and upon Sweetheart obtaining an amendment to its senior credit facility.

Sweetheart further said that in order to achieve further financial flexibility, it is evaluating various other strategic options, which may include a restructuring of all outstanding indebtedness, including, among other things, the public sale or private placement of debt or equity securities, joint venture transactions, the divestiture of assets, or the refinancing of its existing debt agreements. It cautioned that it could give no assurances that any of these strategic options will be consummated

Bear Stearns & Co. (call 877 696-BEAR toll free) will be the dealer-manager for the exchange offer. D.F. King & Co. Inc. (bankers and brokers call collect at 212 269-5550; all others call toll-free at 800 488-8075) will be the information agent. Wells Fargo Bank Minnesota, NA will be the exchange agent.

Fairchild extends tender offer for 10 ¾% '09 notes

The Fairchild Corp. said on Tuesday (Nov 19) it had extended the expiration deadline on its previously announced cash tender offer for its 10¾% senior subordinated notes due 2009 and the related consent solicitation to 9 a.m. ET on Nov. 25, subject to possible further extension, from the previous Nov. 20 deadline. Fairchild said that the deadline was being extended to coincide with the anticipated closing of Fairchild's sale of its fastener business to Alcoa Inc.

As of the close of business on Nov. 14, $225 million of the notes, or 100% of the outstanding amount, had been tendered under the offer.

Banc of America Securities LLC (call 888 292-0070) is the dealer manager and solicitation agent for the tender offer and the consent solicitation. The information agent is D.F. King & Co., Inc. (call 800 207-3158).

AS PREVIOUSLY ANNOUNCED, Fairchild, a Dulles, Va.-based manufacturer and supplier of precision fastening systems used in aircraft and a distributor of aerospace parts, said on Oct. 22 that it was beginning a cash tender offer for any and all of its outstanding 10¾% notes, as well as a related solicitation of noteholder consents to amending the notes' indenture to eliminate substantially all restrictive covenants and certain events of default.

The company initially said that the tender offer would expire at 12:01 a.m. ET on Nov. 20 (this was subsequently extended), and that the consent deadline would be 5 p.m. ET on Nov. 4, subject to possible extension.

Fairchild said it would purchase the notes at par value, (i.e. $1,000 per $1,000 principal amount of notes tendered) plus accrued and unpaid interest up to the payment date. The par purchase price would include a consent payment of $10 per $1,000 principal amount for all notes tendered by the consent deadline. Holders tendering notes after the consent date would not be paid the consent payment as part of their consideration.

The company said that if the notes are accepted for purchase, payment for tendered notes and consents would occur promptly after the expiration of the offer and concurrently with the closing of the sale by Fairchild of its fastener business to Alcoa Inc. It said that consummation of the tender offer, and payment for tendered notes, would be subject to the satisfaction or waiver of various conditions, including the condition that there be validly tendered and not validly withdrawn at least a majority of the outstanding principal amount of notes, as well as the condition that the sale by Fairchild of its fastener business to Alcoa be consummated.

On Nov. 4, Fairchild said that today that as of 6 p.m. ET on Nov. 1, it had received consents from the holders of 53% of the outstanding 10¾% notes, achieving the requisite amount of consents to the proposed indenture changes under the terms of the offer.

It said that tendered notes may no longer be withdrawn and tendered consents may no longer be revoked, except under the limited circumstances as described in the official Offer to Purchase and Consent Solicitation Statement.

Fairchild and the trustee under the indenture have executed and delivered a supplemental indenture containing the amendments, which will eliminate substantially all restrictive covenants and certain events of default under the indenture.

The amendments will not become operative, however, unless and until Fairchild accepts the tendered notes for purchase under the terms of the tender offer. If the amendments become operative, holders of all of the notes remaining outstanding will be bound thereby.

MAXXAM unit to redeem 12% '03 notes

MAXXAM Inc. said last Monday (Nov. 18) that its subsidiary, MAXXAM Group Holdings Inc., will redeem its $31.6 million of currently outstanding 12% senior secured notes due 2003.

MAXXAM, a Houston-based forest products company and the majority owner of Kaiser Aluminum, said that the notes will be redeemed on Dec. 3. MAXXAM Group Holdings will also pay accrued interest on the notes up to the redemption date. It said the redemption will be funded with the proceeds of a repayment by MAXXAM on an intercompany note between MAXXAM and Maxxam Group Holdings.

The redemption transaction is being handled by the notes' trustee, U.S. Bank NA in St. Paul, Minn.

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