Seabulk International sets stage for redemption of 12½% '07 notes

Seabulk International, Inc. (B3) said on Thursday (Sept. 5) that its shareholders had approved of the issuance of 12.5 million shares of its common stock at $8 per share to a group of investors under previously announced plans for the company's financial restructuring, which will include the redemption of all of Seabulk's outstanding 12½% senior secured notes due 2007.

Closing of the $100 million equity transaction is expected within the next week. The approval came at a special shareholders meeting held for the specific purpose of approving the stock issuance and related items. The shareholders also approved amendments to the company's Certificate of Incorporation that will increase the number of authorized shares of the common stock from 20 million to 40 million, will remove the classification of the company's Board into three classes of Directors and provide for the annual election of all Directors, and will add a number of minority shareholder provisions. Management said that the action by the shareholders was "an essential step" in the planned recapitalization, and paves the way for the completion of the previously announced transactions, including the anticipated redemption of the notes.

AS PREVIOUSLY ANNOUNCED, Seabulk International, a Fort Lauderdale, Fla.-based provider of marine support and transportation services, primarily to the energy and chemical industries, said on June 13 that it expected to redeem or repurchase all of its outstanding 12½% senior secured notes due 2007, although it gave no specific details as to the likely timing of such a transaction or what form it might take. Seabulk disclosed its intentions in conjunction with its announcement that it had signed a definitive agreement with DLJ Merchant Banking Partners III, LP, a CSFB Private Equity fund, and affiliated entities, and Carlyle/Riverstone Global Energy and Power Fund I, LP, for a $100 million equity investment, and had also signed a commitment letter with Fortis Capital Corp. and NIB Capital Bank NV, as arrangers, for a $180 million senior secured credit facility, which would replace the company's existing facility. In addition to being used to repurchase or redeem Seabulk's outstanding senior notes, proceeds from the new equity investment and new bank credit facility, totaling approximately $280 million, would be used to repay Seabulk's existing bank debt and provide growth capital for new initiatives. Seabulk is the successor company to Hvide Marine, which issued the original $95 million of 12½% notes in December, 1999.

Coral gets tenders for nearly all 10% and 13.5% '09 notes

Coral Group Ltd. (B3/B+) said on Wednesday (Sept. 4) that it had set the price it will pay for its 10% senior subordinated notes due 2009 and 13.5% subordinated PIK (pay-in-kind) notes due 2009 under its previously announced tender offer for all of the outstanding notes and the related solicitation of noteholder consents to proposed indenture changes. It set the total consideration for the 10% notes at £1,126.90 per £1,000 principal amount of the notes, plus £5.83 per £1,000 principal amount of accrued and unpaid interest up to, but not including, the settlement date, assuming a Sept. 6 settlement date. The total consideration for each series of notes will include a consent payment - where applicable - under the previously announced terms of the offer.

Coral Group said that as of Wednesday, it had received tenders and consents from the holders of more than 99% in of the outstanding amount of each note issue. It said that if the offer is consummated, the settlement date (on which the appropriate total consideration will be paid by the company to the Principal Tender Agent) will be on a date promptly after the expiration date of the tender offer. Coral Group said it currently expects the settlement date to be within two business days of the expiration date. Thereafter, payment by the Principal Tender Agent will be made promptly to such accounts as the Depositary directs, on behalf of the holders of beneficial interests in the notes.

AS PREVIOUSLY ANNOUNCED, Coral Group, a Barking, Essex (U.K.)-based betting-parlor operator, formerly known as Coral Group plc said on Aug. 7 that it had begun a tender offer for its outstanding 10% and 13.5% notes, as well as the related consent solicitation. The company said the tender offer would expire at 5 p.m., London time, on Sept. 5, and set the consent payment deadline for 10 p.m., London time, on Aug. 20, with both deadlines subject to possible extension. It said total consideration for the 10% notes would be based on a fixed spread of 50 basis points over the yield of the 5% U.K. Treasury Notes due June 7, 2004, while the total consideration for the 13.5% notes would be calculated using a fixed spread of 75 basis points over the yield of the same 5% notes, based on the assumption that all interest payments through the last scheduled interest payment date prior to the call date will be made in additional subordinated PIK notes. The two series of notes will be priced to their respective first-call dates in accordance with customary market practice.

Total consideration for each note series will include a consent payment of £30 per £1,000 principal amount of notes tendered for those notes tendered by the aforementioned consent payment deadline; holders of notes tendered after the consent payment deadline but prior to the offer's expiration deadline and accepted for payment will receive the appropriate total consideration, minus the consent payment. Coral Group will set the price it will pay for each note series two business days prior to the expiration date (tentatively, Sept. 3, subject to possible extension) and settlement is expected to occur promptly following the expiration date. Coral Group said that consummation of the tender offer, and payment for tendered notes, is 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 aggregate principal amount of each series of notes and the completion of the acquisition. The conditions are more fully described in the official Offer to Purchase for Cash and Solicitation of Consents to Amendments, dated Aug. 7.

On Aug. 23, Coral said that noteholders had tendered £79.286 million of the 10% notes, or 99.1% of the £80 million outstanding, and had tendered approximately £84,105,788 of the 13.5% notes out of the £84,106,184 outstanding, or 99.9% by the Aug. 20 consent payment deadline. It said that notes which had been validly tendered prior to that deadline could no longer be withdrawn unless the offer were to be terminated. Lehman Brothers (contact Scott Macklin collect at 212 528-7581 or toll-free at 800 438-3242) is the sole dealer-manager and solicitation agent for the tender offer and consent solicitation. Deutsche Bank AG London and D.F. King & Co., Inc. (banks and brokers call collect at 212 269-5550; all others call toll-free at 800 949-2583) are the principal tender agent and information agent, respectively.

Nationwide Credit again extends 10¼% '08 note exchange offer

NCI Holdings, Inc. and Nationwide Credit, Inc. (Ca) said on Aug. 30 that they had again extended their pending offer to exchange all of Nationwide's outstanding 10¼% senior notes due 2008 for common stock of NCI Holdings, Inc. The offer was extended to 5 p.m. ET on Friday (Sept. 6), subject to possible further extension, from the previous Aug. 30 deadline. Nationwide said that to date, it has received tenders of senior notes from the holders of approximately 71.3% of the outstanding notes under the terms of the exchange offer, unchanged from the amount reported on Aug. 23.

AS PREVIOUSLY ANNOUNCED, NCI Holdings and Nationwide Credit Inc., a Kennesaw, Ga.-based financial services company, said on July 12 that their pending exchange offer for the 10¼% notes had been extended to 5 p.m. ET on July 19. The offer had not been publicly announced previously. The company said that as of July 12, it had received tenders of senior notes from the holders of approximately 67.9% of the outstanding notes under the terms of the exchange offer. On July 19, NCI and Nationwide announced that they had again extended the exchange offer to 5 p.m. ET on July 26 from the previous July 19 deadline, and said that as of the previous deadline, they had received tenders of approximately 68.5% of the outstanding notes, up from 67.9% reported on July 12, when the offer had last been previously extended. Although the exchange offer was subsequently extended past the July 26 deadline, no public announcement was made at that time; the next announcement, on Aug. 16, again extended the exchange offer to 5 p.m. ET on Aug. 23, subject to possible further extension, and said that to date, the company had received tenders of senior notes from the holders of approximately 71.6% of the outstanding notes under the terms of the exchange offer, up from 68.5% reported on July 19. On Aug. 23, Nationwide said it had again extended the exchange offer to 5 p.m. ET on Aug. 30, subject to possible further extension, and said that to date, it has received tenders of senior notes from the holders of approximately 71.3% of the outstanding notes, down slightly from the 71.6% reported on Aug. 16. The transaction is being handled by State Street Bank and Trust Co., the depository for the offer as well as trustee for the notes.

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