Better Minerals & Aggregates extends tender offer for 13% notes

New York, June 2 - Better Minerals & Aggregates Co. (Caa3/CCC-) said it extended its previously announced tender offer for its 13% senior subordinated notes due 2009 and related consent solicitation.

The tender offer was extended to 9 a.m. ET on June 8, subject to possible further extension, from the originally announced deadline of midnight ET on June 1. As of the close of business on June 1, holders of about 90% of the outstanding principal amount of the notes had tendered them, up from the roughly 89% of the holders who had tendered notes by the now-passed May 17 consent deadline (thus also consenting to proposed indenture changes).

All noteholders who had previously tendered their notes do not need to re-tender their notes or take any other action in response to the deadline extension. All other previously announced terms and conditions of the tender offer and consent solicitation remain in effect.

As previously announced, Better Minerals & Aggregates, a Berkeley Springs, W.Va.-based industrial minerals company, said on May 5 that it had begun a cash tender offer for any and all of its $150 million principal amount of outstanding 13% notes and had also begun soliciting noteholder consents to proposed indenture changes to eliminate substantially all of the restrictive covenants and certain events of default in the indenture and the notes.

It set a now-passed consent deadline of 5 p.m. ET on May 17 and initially said the tender offer would expire at midnight ET on June 1, a deadline which has now been extended.

Better Minerals & Aggregates said it would offer total consideration for the notes of $800 per $1,000 principal amount of notes tendered and accepted for purchase, plus accrued and unpaid interest to the payment date of $4 million total, assuming all noteholders elect to tender. The total consideration includes a consent payment of $10 per $1,000 principal amount payable only to noteholders who tender before the consent deadline. Holders tendering their notes after the consent deadline would not be entitled to receive the consent payment.

The company said that it would use the proceeds of borrowings under a new $125 million senior secured credit facility and, to the extent necessary, the proceeds of available borrowings under its existing $30 million revolver to finance the tender offer and consent solicitation and related fees.

On May 18, Better Minerals & Aggregates said it had received the required amount of noteholder consents to approve the proposed indenture changes, with holders of 89% of the outstanding principal amount of the notes having tendered their notes and consented to the proposed indenture amendments by the consent deadline of 5 p.m. ET on May 17, which expired as scheduled without extension.

It said that having obtained the consents, Better Minerals & Aggregates and the subsidiary guarantors planned to execute a supplemental indenture to put the proposed amendments into effect but said that the amendments would not become operative unless and until the notes are accepted and paid for under the terms of the tender offer.

When the proposed amendments do become operative, holders of all the notes that may still be outstanding will be bound by them.

The tender offer and consent solicitation are conditioned upon the closing of the new senior secured credit facility, an amendment to Better Minerals & Aggregates' existing revolver, the tender of a majority of the principal amount of the notes, and the now-fulfilled condition of receipt by the company of consents to the proposed indenture changes from holders of a majority of the notes, and other customary conditions.

The dealer manager for the tender offer and solicitation agent for the consent solicitation is Jefferies & Co. Inc.

© 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.