UCAR INTERNATIONAL INC. (UCR) (B2/B-) said Tuesday (April 23) that its UCAR Finance Inc. wholly owned special purpose finance subsidiary is seeking consent from the holders of record (as of 5 p.m. ET on April 22) of its senior notes to a waiver of a provision in the notes' indenture; the waiver is aimed at permitting the issuance of up to $150 million of additional senior notes under the indenture. It said that UCAR Finance intends to use the net proceeds from the issuance of the additional senior notes to repay debt outstanding under its senior secured bank credit facilities. UCAR, a Wilmington, Del.-based provider of natural and synthetic graphite and carbon products and services to customers in the steel, aluminum, fuel cell power generation, electronics, semiconductor and transportation industries, said the consent solicitation is scheduled to expire at 5 p.m. ET on April 30, subject to possible extension. UCAR will reschedule its earnings release and conference call, from the previously planned April 25, 2002, to an appropriate date to allow for the transaction. The information agent for the solicitation is MacKenzie Partners, Inc. (call toll free at 800 322-2885 or collect at 212 929-5500).

JOY GLOBAL, INC. (JOYG) (B2/B+) said Monday (April 22) that it would exchange up to $200 million of newly issued 8¾% senior subordinated notes due 2012, which have been registered for public trading under the Securities Act of 1934, for a like amount of outstanding 8¾% notes which Joy sold on March 18 under Rule 144A. The company outlined its intention in an S-4 filing with the Securities and Exchange Commission. Joy Global set no expiration date for the exchange offer in its prospectus filing. It said Wells Fargo Bank Minnesota NA would be the exchange agent. AS PREVIOUSLY ANNOUNCED, Joy Global, a Milwaukee-based mining equipment company, said on Feb. 27 that it planned to sell approximately $200 million principal amount of 10-year senior subordinated notes under Rule 144A, with a portion of the deal proceeds slated to repay the company's $108.8 million of remaining outstanding 10¾% bonds. Joy Global was heard by market sources on March 4 to have begun a roadshow for the proposed offering of new bonds; price talk on the prospective new bonds emerged on March 11, and they came to market on March 13 via joint bookrunners Credit Suisse First Boston and Deutsche Banc Alex. Brown. Joy said on March 18 that it had completed the offering of the new 8¾% notes, saying it had used $100 million of the net proceeds of the offering to prepay its senior term loan, and would use the balance of the net proceeds, together with other company funds, to redeem the 10¾% notes on or about April 22, in accordance with the terms of the notes' indenture. Joy said that payment for the 10¾% notes would be made upon presentation and surrender of the notes at The Bank of New York (call the Bondholder Relations Department at 800 254-2826). On April 16, Joy formally announced that it had elected to redeem the entire principal amount of its 10¾% senior notes, as had already been noted in its recent 10-Q filing with the SEC. It said the redemption would take place on April 22, subject to possible extension, at a redemption price of 104.03215% of the notes' face amount (i.e. $1,040.3215 per $1,000 principal amount), plus interest accrued up to April 22. Joy Global said further that all outstanding notes would become due and payable on April 22 and that as of that date and beyond, interest on the notes would cease to accrue. Notice of the intended redemption was sent to registered holders of the notes by BNY Midwest Trust Company, the notes' trustee, on March 18.

JOHN Q. HAMMONS HOTELS, L.P. (JQH) (B2/B+) said Monday (April 22) that it had begun cash tender offers to purchase its outstanding 8 7/8% first mortgage notes due 2004 and 9¾% first mortgage notes due 2005. Hammons, a Springfield, Mo.-based lodging company, is also soliciting waivers of the indentures and collateral documents governing the notes to permit a proposed refinancing. The company set a deadline for the waiver solicitation of 5 p.m. ET on May 3, and set a tender offer deadline of 11:59 p.m. ET on May 17, both dates subject to possible extension. The total consideration for the 8 7/8% notes, including the tender price and waiver payment, will be $1,002.50 per $1,000 principal amount of notes; for the 9¾% notes, it will be $1,035 per $1,000 principal amount. Tendering holders will also receive accrued and unpaid interest on the notes, up to the payment date of the offers. Holders who tender their notes and waivers by the waiver solicitation deadline will receive a waiver payment of $20 per $1,000 principal amount, while holders who tender after the waiver solicitation expires, but prior to the expiration of the tender offer will receive only the tender price of $982.50 per $1,000 principal amount for the 8 7/8% notes and $1,015 per $1,000 principal amount for the 9¾% notes (the respective total consideration, minus the wavier payment). The tender offers and waiver solicitation are subject to receipt of tenders and waivers by a majority of the outstanding principal amount of each issue of the notes, and also subject to a financing condition, as well as various other terms and conditions described in the official Offer to Purchase and Waiver Solicitation. If all conditions are met, including the financing condition, Hammons plans to call any notes that are not tendered at their next applicable redemption date. Lehman Brothers (call 212 528-7581 or 800 438-3242) is the dealer manager for the tender offers and waiver solicitation; Georgeson Shareholder (call 866 318-0502) is the information agent for the offers.

CEMEX SA de CV (CX) (Ba1) said on April 18 that it had successfully completed the previously announced cash tender offers for its 12¾% notes due 2006 and the 9.66% putable capital Securities issued by CEMEX INTERNATIONAL CAPITAL LLC (an indirect subsidiary of CEMEX). Both tender offers expired as scheduled at noon ET on April 17, with no extension. The company said that noteholders tendered US$208.367 million of the notes, or approximately 69.5% of the total amount outstanding. Holders of the capital securities tendered US$183.759 million aggregate liquidation amount, or approximately 73.5% of the total amount outstanding., CEMEX said it expected to make payment for the notes and the capital securities, s outlined in the respective tender offers, to the depositary on April 22, for distribution thereafter to the holders of the notes and the capital securities. AS PREVIOUSLY ANNOUNCED: CEMEX SA de CV, a Monterrey, Mexico-based cement maker (third largest in the world), said on March 18 that it had begun cash tender offers for its US$300 million of outstanding 12¾% notes and its US$250 million outstanding liquidation amount of 9.66% putable capital securities, as well as related solicitations of consents to amend the indentures of the notes and securities. Cemex said the tender offers would expire at 12 noon ET on April 17, subject to possible extension. CEMEX offered the holders of the 12¾% notes consideration of US$1,255 per US$1,000 principal amount of the notes, consisting of US$1,247.50 for the tender and a consent fee (for holders tendering their notes before the consent deadline) of US$7.50, and offered holders of the 9.66% securities US$1,112.50 per US$1,000 liquidation amount of the capital securities, consisting of US$1,105 for the tender and a US$7.50 consent fee. The consent solicitations were scheduled to expire at 12 noon ET on April 3, subject to possible extension. CEMEX said holders could not consent to the proposed indenture changes without also tendering their notes or capital securities. It said that holders tendering their notes after the consent deadline, but before the tender offer expiration, would receive the basic tender price, but not the consent fee. Cemex said the tender for each security would be dependent on the company getting agreement to the proposed indenture changes from the holders of a majority of the principal amount of the respective outstanding security, although neither offer would be dependent upon the completion of the other. The offers would also be conditioned upon the receipt by CEMEX of net proceeds from one or more financing activities (including the sale of one or more series of debt securities) in an amount equal to at least the aggregate principal amount of the notes and the aggregate liquidation amount of the capital securities. On April 3, CEMEX said it received consents to the proposed indenture changes from the holders of a majority of the principal amount of its 12¾% notes and its 9.66% securities. The consent solicitation expired as scheduled at 12 noon ET on April 3, without extension. On April 5, CEMEX irrevocably deposited the corresponding amount with the depositary in respect of consent payments for the benefit of holders of the notes and capital securities granting consent in the respective consent solicitations. J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. were dealer managers for the tender offers; D.F. King & Co. (call 800 431-9642) was the information agent. Separately, CEMEX also said on April 18 that it had received consents from holders representing a majority of its 9 5/8% notes due 2009 to proposed indenture amendments under its previously announced consent solicitation. That solicitation expired as scheduled at noon ET on April 17, with no extension. CEMEX said it expected to pay the amount to cover the promised consent payments to the offer's depositary on April 22. AS PREVIOUSLY ANNOUNCED, CEMEX said on April 4 that it had begun soliciting consents from holders of its 9 5/8% notes to eliminate or amend several of the restrictive covenants contained in the note indenture. It said that holders validly delivering and not revoking their consents before the now-expired April 17 consent deadline would receive a consent payment of $5 per $1,000 principal amount of notes. The solicitation agents were J.P. Morgan Securities Inc. (call 866 846-2874) and Salomon Smith Barney Inc. (call 800 558-3745). The information agent was D.F. King & Co., Inc. (800 431-9642).

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.