Foster Wheeler exchanges further $16.52 million 10.359% notes for equity

New York, Nov. 11 - Foster Wheeler Ltd. said it received tenders of a further $16.52 million of its 10.359% senior secured notes due 2011 under its debt-to-equity exchange offer.

The exchange expired at 5 p.m. ET on Nov. 10.

Foster Wheeler issued 663,516.185 shares for the notes.

Following completion of the transaction, the company has $111.50 million of the notes still outstanding.

With the $133.49 million previously accepted, a total of $150 million notes were exchanged for stock in the offer.

At the previous announcement on Oct. 28, Foster Wheeler said it received tenders of $133.49 million of its 10.359% senior secured notes due 2011 by the consent deadline of 5 p.m. ET on Oct. 27 and had enough consents to amend the notes.

Foster Wheeler said Oct. 13 that it had begun the exchange in which it was offering stock for up to $150 million of its outstanding $261.5 million 10.359% notes.

As announced Oct. 10, the Clinton, N.J.-based engineering and construction firm entered into a lock-up agreement with holders of $133.5 million or 51.1% of the notes to participate in the exchange.

Under the terms of the offer, Foster Wheeler will exchange 40.179 shares for each $1,000 principal amount of the notes, including accrued interest.

For the debt so far tendered, Foster Wheeler will issue 5.363 million shares.

Foster Wheeler was also soliciting consents to amend the note indenture to eliminate the restrictive covenants - but to leave the security and guarantees for the notes unchanged.

Holders who consented will receive a fee of $10 per $1,000 principal amount.

The consent solicitation is intended to give Foster Wheeler more financial and operating flexibility.

If the tender offer is oversubscribed, Foster Wheeler will first exchange notes tendered under the lock-up agreement and then others on a pro rata basis up to the $150 million limit.

Settlement of the exchange will be in two stages. For participants in the lock-up agreement, closing was "promptly" after Oct. 27 with settlement four business days later, while for others it will be "promptly" after Nov. 10 with settlement four business days later. Any consent fees will be paid on the second settlement.

Foster Wheeler said the exchange will be accretive to earnings in 2006 and reduce the company's debt to its lowest level in more than 15 years.

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