By Laura Lutz
Des Moines, Aug. 28 - First Data Corp. extended its previously announced tender offer for nine series of unsecured notes to 8 a.m. ET on Sept. 20 from Sept. 4. The price determination date was also moved to 2 p.m. ET on Sept. 17 from Aug. 29.
The company said in a news release that it plans to extend the offer as necessary to coincide with the effective date of First Data's merger with an affiliate of Kohlberg Kravis Roberts & Co. As previously reported, settlement of the tender offer is conditional on the merger.
On Aug. 20, First Data said it had received tenders and consents from holders of $1.96 billion of the notes, including a majority of each series. There was $2.2 billion principal amount of the notes outstanding when the offer was launched on Aug. 3.
As of 5 p.m. ET on Aug. 27, the company had received consents and tenders for the following principal amounts:
• $58.8 million, or 69%, of the 6 3/8% notes due 2007, up from $58.6 million on the consent deadline of 5 p.m. ET on Aug. 16;
• $422.8 million, or 85%, of the 3 3/8% notes due 2008, up from $422.7 million on Aug. 16;
• $26.7 million, or 66%, of the 5.8% medium-term notes due 2008, up from $26.5 million on Aug. 16;
• $86.8 million, or 84%, of the 3.9% notes due 2009, unchanged from Aug. 16;
• $134.9 million, or 85%, of the 4½% notes due 2010, up from $134.8 million on Aug. 16;
• $109.9 million, or 70%, of the 5 5/8% senior notes due 2011, up from $109.9 million on Aug. 16;
• $426.1 million, or 95%, of the 4.7% notes due 2013, unchanged from Aug. 16;
• $336.7 million, or 98%, of the 4.85% notes due 2014, up from $335.9 on Aug. 16; and
• $359.2 million, or 97%, of the 4.95% notes due 2015, unchanged from Aug. 16.
As of Aug. 20, First Data expected to execute a supplemental indenture promptly. It was to go into effect when the company buys the notes.
Holders who tender must consent to amend the note indentures. The proposed amendments will eliminate or waive substantially all of the restrictive covenants, eliminate some events of default, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including some provisions relating to defeasance.
The payout for each $1,000 principal amount of notes will be based on the yield to maturity of a reference U.S. Treasury security plus a spread minus accrued interest up to but excluding the payment date.
The payout will include a consent payment of $30 per $1,000 principal amount of notes tendered before the consent deadline.
The company will also pay accrued interest up to but excluding the payment date.
Citi (800 558-3745 or 212 723-6106) is the lead dealer manager and lead solicitation agent, with Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Lehman Brothers Inc. as co-dealer managers and co-solicitation agents.
Global Bondholder Services Corp. (212 430-3774 or 866 924-2200) is the information agent.
First Data is a Denver-based provider of electronic commerce and payment services.
First Data tender offer
| Note | Amount outstanding | Reference security | Spread
|
| 6 | 3/8% notes due Dec. 15, 2007 | $85.448 million | 4¼% Treasury due Nov. 30, 2007 | 25 bps
|
| 3 | 3/8% notes due Aug. 1, 2008 | $500 million | 5% Treasury due July 31, 2008 | 42 bps
|
| 5.8% notes due Dec. 15, 2008 | $40.501 million | 3 | 3/8% Treasury due Dec. 15, 2008 | 38 bps
|
| 3.9% notes due Oct. 1, 2009 | $102.798 million | 4 | 5/8% Treasury due July 31, 2009 | 40 bps
|
| 4½% notes due June 15, 2010 | $158.749 million | 4½% Treasury due May 15, 2010 | 43 bps
|
| 5 | 5/8% notes due Nov. 1, 2011 | $157.339 million | 4 | 5/8% Treasury due July 31, 2012 | 44 bps
|
| 4.7% notes due Aug. 1, 2013 | $447.594 million | 4½% Treasury due May 15, 2017 | 64 bps
|
| 4.85% notes due Oct. 1, 2014 | $344.951 million | 4½% Treasury due May 15, 2017 | 68 bps
|
| 4.95% notes due June 15, 2015 | $371.959 million | 4½% Treasury due May 15, 2017 | 72 bps
|
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