Ispat again extends swap offer for Imexsa 10 1/8% '03 certificates

Ispat International NV (IST) (B3/B+) said on Friday (June 28) that its Mexican operating subsidiary, Ispat Mexicana, SA de CV - commonly known as Imexsa (D) - has once again extended its previously announced exchange offer for all of the outstanding 10 1/8% Senior Structured Export Certificates due 2003 of its Imexsa Export Trust No. 96-1. The offer was extended to 5 p.m. ET on July 12, subject to possible further extension, from the previous June 28 deadline. The company said the exchange offer was being extended to allow for additional time to complete documentation required under the agreed upon terms of the exchange.

AS PREVIOUSLY ANNOUNCED, Ispat International, an international steel producer based in Rotterdam, the Netherlands, said on Jan. 25 that Imexsa, its Mexican operating subsidiary, had begun an exchange offer for all the outstanding 10 1/8% certificates issued by Imexsa Export Trust No. 96-1. The exchange offer was originally slated to expire at 5:00 p.m. ET on Feb. 22, although this deadline was subsequently extended several times. Under the original terms of the exchange offer, Imexsa offered to exchange its 10 1/8% senior notes due 2008 for the Imexsa export certificates (this was subsequently amended to change the notes being offered to new Imexsa Export Trust No. 96-1 10 5/8% Senior Structured Export Certificates due 2005), which would be fully and unconditionally guaranteed by Ispat on a senior unsecured basis. Ispat said the exchange offer is conditioned upon the holders of at least 95% of the Imexsa senior certificates having validly tendered them and not withdrawn them prior to the expiration date and upon the other terms and conditions set forth in Imexsa's official Offering Memorandum and Consent Solicitation Statement dated January 24 (the threshold was subsequently raised slightly to 96%).

Ispat further said that Imexsa was soliciting consents from holders of the senior certificates to amend the agreements governing them. Holders tendering their senior certificates in the exchange offer would also have to deliver consents, which could not be withdrawn after the earlier of either a) the expiration date, or b) whenever the requisite consents required to amend the agreements governing the senior certificates are received.

On May 15, Ispat said that the exchange offer had been extended to 5 p.m. ET on May 31 from the previous expiration deadline of 5 p.m. ET on May 15. On June 3, Ispat said that Imexsa had again extended the exchange offer to 5 p.m. ET on June 21, subject to possible further extension, from the previous May 31 expiration date. Ispat said that the exchange offer was extended following an agreement in principle on the final terms of exchange reached with a group of holders representing over 75% of the outstanding certificates. Under the agreed upon terms of the exchange offer, Imexsa would offer to exchange new 10 5/8% Senior Structured Export Certificates due 2005 to be issued by Imexsa Export Trust No. 96-1 for the validly tendered existing certificates which are accepted for exchange (this in place of the 10 1/8% senior notes due 2008 which the company initially offered to the certificate holders). The new certificates would be fully and unconditionally guaranteed by Ispat and certain of the subsidiaries of Imexsa on a senior unsecured basis. The new certificates would also be secured on a pro-rata basis with Imexsa's bank loans by liens on certain of the company's assets and by a pledge of the stock of Imexsa and Grupo Ispat International SA de CV The amended exchange offer would be conditioned upon the holders of not less than 95% of the outstanding existing certificates having validly tendered their certificates and not withdrawn them prior to the expiration date (subsequently raised to 96%) and upon the other terms and conditions outlined in Imexsa's official Offering Memorandum and Consent Solicitation Statement; the company said a supplement to the original Offering Memorandum would be distributed to senior certificate holders containing the amended terms of the exchange offer. The terms of the related previously announced consent solicitation were unchanged. Ispat further said that Imexsa had also reached an agreement in principle with all of its bank lenders on the proposed terms of a restructuring of its bank loans. In connection with the bank debt restructuring and the amended exchange offer, Imexsa's shareholders agreed to provide a $20 million loan for working capital purposes. On June 20, Ispat said that Imexsa had issued the supplemental offering memorandum, letter of transmittal and other ancillary documents amending and supplementing the exchange offer, as previously outlined. It said that the group of bondholders with whom the company had agreed on the amended terms for the offer indicated that it currently intends to participate in the amended exchange offer, which was also been extended to 5 p.m. ET on June 28, (this deadline was subsequently extended again). It said the amended exchange offer would be conditioned upon the holders of not less than 96% of the outstanding principal amount of senior certificates (up from 95% previously) having validly tendered and not withdrawn them by the extended expiration deadline, and upon the other terms and conditions set forth in the supplemental documents.

Dresdner Kleinwort Wasserstein (call 212 969-2700, ask for Mark Hootnick) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (call 800 847-4870, ask for Tom Lang) is the information agent for the exchange offer.

NL Industries calls 11¾% '03 notes using Kronos deal proceeds

NL Industries Inc (B1/BB-) said on Friday (June 28) that it had given Notice of Redemption of its outstanding 11.75% senior secured notes due 2003 to the notes' trustee and said the redemption amount of $174.7 million (principal and accrued interest) has been deposited with the trustee to complete the redemption on July 28. NL also said that its Kronos International Inc. (B2/BB-) subsidiary had completed its previously announced private placement offering of new 8 7/8% senior secured notes due 2009, a portion of the proceeds of which are to be used to redeem corporate parent NL's 11¾% notes.

AS PREVIOUSLY ANNOUNCED, NL Industries, a Houston-based chemical company that makes titanium dioxide pigments, said on May 30 that Kronos International, its indirect wholly owned subsidiary, planned to offer €270 million ($253 million at current exchange rates) of new seven-year senior secured notes in the Rule 144A market, with a portion of the expected proceeds to be used to redeem NL's $169 million of outstanding 11¾% notes. High yield market sources heard that Deutsche Bank Securities would likely lead-manage the deal for NL, and for Kronos, which conducts NL's European titanium dioxide pigment operations; they said other underwriters might also emerge; and a portion of the proceeds would be used to repay other debt as well. On June 19, Kronos was heard bythe market sources to have sold an upsized €285 million of new 8 7/8% senior secured notes due 2009, the proceeds of which would be used to redeem the 11¾% notes.

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