Riverdeep extends tender offers, receives consents needed to amend four series of notes

By Angela McDaniels

Seattle, Dec. 13 - Riverdeep Holdings Ltd. and Riverdeep Interactive Learning USA, Inc. extended their tender offers to 11 a.m. ET for Riverdeep Holdings and 5 p.m. ET for Riverdeep Interactive on Jan. 8, according to a news release. The deadline was previously Dec. 28.

In addition, the companies said they have received sufficient consents to amend the indentures governing their notes to eliminate substantially all of the restrictive covenants and certain events of default.

As of Wednesday, Riverdeep Holdings had received tenders and consents for €295.538 million or 98.5% of its €300 million of 9¼% senior notes due 2011 and Riverdeep Interactive had received tenders and consents for $1.254 billion or 99.1% of its notes, according to the release.

Specifically, Riverdeep Interactive received tenders and consents for $590.495 million of its $600 million outstanding 8¼% senior notes due 2011, $399.454 million of its $400 million outstanding 9 7/8% senior subordinated notes due 2013 and $264.314 million of the $265 million 11½% senior discount notes due 2013 issued by Houghton Mifflin Co. and HM Publishing Corp.

The tender consideration will be determined on Dec. 21 using the yield to the first call date, which is equal to the sum of the yield to maturity of the reference security based on the bid-side price for the reference security on Dec. 13 plus 50 basis points and minus €30.00 per €1,000 principal amount of notes and $30.00 per $1,000 principal amount of notes.

The reference security for the 9¼% notes is the 2.5% BKO (Bundesschatzanweisungen) due March 23, 2007. The reference securities for the 8¼%, 9 7/8% and 11½% notes are the 3 3/8% U.S. Treasury Notes due Feb. 28, 2007, the 4 5/8% U.S. Treasury Note due Feb. 28, 2008 and the 4 7/8% U.S. Treasury Notes due Oct. 31, 2008, respectively.

Noteholders will also receive accrued interest up to but excluding the payment date. Riverdeep Holdings noteholders who tender by Dec. 21 will receive payment on Dec. 22. The payment date for all other noteholders is Jan. 9.

The tender consideration will include a consent fee of €30.00 per €1,000 principal amount of notes for Riverdeep Holdings noteholders who tendered by 11 a.m. ET on Dec. 12 and a $30.00 per $1,000 principal amount of notes for Riverdeep Interactive noteholders who tendered by 5 p.m. ET on Dec. 12.

Credit Suisse Securities (Europe) Ltd. (+4420 7883 6748) is dealer manager and solicitation agent for Riverdeep Holdings, and Deutsche Bank AG, London (+4420 7547 5000) is the tender agent.

Credit Suisse Securities (USA) LCC (800 820-1653 or 212 325-7596) is the dealer manager and solicitation agent for Riverdeep Interactive, and D.F. King & Co. Inc. (800 769-7666) is the tender agent.

The tender offers are being held in connection with HM Rivergroup plc's acquisition of Houghton Mifflin Holding Co. Inc. from affiliates of private investment firms Thomas H. Lee Partners, Bain Capital Partners and The Blackstone Group and management for $3.4 billion. Consummation of the tender offer is conditioned upon the closing of the acquisition.

Houghton Mifflin's 7.2% senior notes due 2011 will remain outstanding following the acquisition. All other Riverdeep and Houghton Mifflin debt will be refinanced.

HM Rivergroup expects to complete the acquisition of Houghton Mifflin before the end of 2006. Following closing of the transactions, HM Rivergroup will change its name to Houghton Mifflin Riverdeep Group plc.

Riverdeep is based in Dublin, Ireland, and provides CD-ROM and internet-based courseware and assessment and management tools. It will be acquired by HM Rivergroup concurrent with HM Rivergroup's acquisition of Houghton Mifflin, a Boston-based educational publisher.

© 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.