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Published on 5/30/2002 in the Prospect News High Yield Daily.

JASMINE SUBMARINE TELECOMMUNICATIONS CO., LTD. (Ba3) said on Wednesday (May 29) that it was extending and amending the terms of its previously announced cash tender offer for its 8.483% senior secured notes due 2011 and the related solicitation of noteholder consents to proposed indenture changes and to the release of the security securing the notes. The offer was extended to 11:59 p.m. ET on June 13 subject to possible further extension, from the earlier May 30 deadline. Jasmine also said that it was waiving 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 it is offering for outstanding notes which 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 also announced that it would modifying 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. 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 the 8.483% notes, as well as a related consent solicitation. 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. 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). 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).

INDUSTRIAS METALURGICAS PESCARMONA SAIC Y F said on May 23 that it had completed the previously announced offer to exchange new debt securities for its outstanding 9½% notes scheduled to mature Friday (May 31), which expired as scheduled at 5 p.m. ET on May 22, without further extension. As of the deadline, the company had received tenders from holders of $124.6 million (90.5% of the aggregate principal amount of the outstanding notes), which represented tenders of approximately 95% of the notes held by holders who were eligible to participate in the exchange offer in accordance with applicable U.S. securities laws. Under the terms of the exchange offer, and based upon the holders' election of the type pf compensation they wished to receive for their existing notes, the company said it would now issue to the holders $122.2 million of its new 5¾% guaranteed senior notes due 2011 and $4.1 million of its new 11½% guaranteed senior notes due 2007. AS PREVIOUSLY ANNOUNCED, Industrias Metalurgicas Pescarmona, a Buenos Aires, Argentina-based company usually known as IMPSA, said on March 14 that it has begun an exchange offer for all $137.6 million of the maturing 9½% notes, with an initial expiration deadline of 5 p.m. ET on April 10, which was subsequently extended. It said that holders could select from two different options the type of new notes they would receive for their existing notes, and they could withdraw their tenders of existing notes or change their selection of exchange notes they wished to receive at any time prior to the expiration date. The two options (each for $1,000 principal amount of existing notes) were as follows: either A) $1,050.00 principal amount of the company's new 5% guaranteed senior notes due 2011 (the notes carry an interest step-up to 8% in May 2006, and are known as the step-up notes); or B) $500 principal amount of the company's new 10% guaranteed senior notes due 2007, known as the discount notes (the interest being offered by the company on both series of exchange notes was subsequently increased, although no public announcement was made at the time). Upon the occurrence of certain specified events described in the offering memorandum, noteholders would be entitled to receive an extraordinary cash payment. These events include certain asset sales, annual excess cash flow, early redemption at the option of the company and maturity. In addition, the exchange notes would be guaranteed on a senior unsecured basis by a wholly owned subsidiary of IMPSA. The company said that holders would not have to choose the same option for all the existing notes that they tender; holders would receive whichever exchange note option for which they tendered, as there would be no limitation on the right of any holder to elect to receive either the step-up notes, OR the discount notes, OR a combination of both options. The exchange offer would be conditioned upon the receipt of valid tenders of at least 95% of the outstanding principal amount of the existing notes and other customary conditions. On April 24, IMPSA said that it was extending the exchange offer to 5 p.m. ET on May 8, subject to possible further extension, from the previous April 24 deadline. The company also announced that as of 5 p.m. ET on April 24, it had received tenders from holders of $86.4 million of the notes, representing approximately 62.8% of the outstanding amount. On May 9, IMPSA again extended the exchange offer to 5 p.m. ET on May 22, subject to possible further extension, from the previous May 8 deadline. The company also amended the terms of the offer to reduce the minimum participation condition to 80% of the aggregate principal amount. As of 5 p.m. ET on May 8, it had received tenders from holders of $87.4 million in aggregate principal amount of the outstanding Notes. Banc of America Securities LLC was the exclusive dealer manager for the exchange offer (call toll-free in the U.S. at 888 292-0070 or outside the U.S. at +1 704 388-4807 or, in Argentina, Bank of America NA Buenos Aires Branch at 54 11-4311-5326). D.F. King & Co., Inc. (800 735-3591) was the information agent and Bankers Trust Co. was the exchange agent.

LIFEPOINT HOSPITALS INC. (LPNT) said on May 23 that it had completed its previously announced offering of $250 million new 4½% convertible subordinated notes due 2009, which yielded net proceeds, after offering expenses, of approximately $242.6 million; a portion of the proceeds is expected to be used to repurchase LifePoint's outstanding 10¾% senior subordinated notes due 2009, subject to market conditions. LifePoint said that through May 1, it had purchased approximately $65 million of its 10¾% notes through its wholly owned LifePoint Hospitals Holdings, Inc. subsidiary on the open market and in privately negotiated transactions, leaving approximately $85 million of the notes remaining outstanding for possible purchase with the proceeds of the convertible debt offering (other intended uses of the proceeds may include capital improvements on its existing facilities and working capital). It said it might purchase the additional notes from time-to-time, based upon its view of market conditions and other relevant factors. LifePoint said that it would not be able at this time to quantify the amount of additional notes, if any, that may ultimately be purchased, but said the amounts involved may be material. AS PREVIOUSLY ANNOUNCED, LifePoint Hospitals, a Brentwood, Tenn.-based hospital operator, said on May 16 that it planned to sell $200 million of seven-year convertible notes, with a portion of the proceeds possibly to be used to for the repurchase of LifePoint's 10¾% senior subordinated notes. On May 17, LifePoint said that it had privately placed $200 million of the new convertible notes, and had granted the initial purchasers a 30-day option to acquire an additional $50 million of notes.


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