Universal Orlando begins tender offer, consent bid for 11¾%, 8 3/8% notes and floaters

By Susanna Moon

Chicago, Oct. 23 - Universal City Development Partners Ltd., which does business as Universal Orlando, and UCDP Finance, Inc. launched a cash tender offer and consent solicitation for their outstanding $500 million principal amount of 11¾% senior notes due 2010.

The issuers will pay $1,005 for each $1,000 principal amount plus accrued interest up to the payment date, including a $5.00 fee for notes tendered by 5 p.m. ET on Nov. 5, the consent date.

The tender offer will expire at 5 p.m. ET on Nov. 20.

The companies are soliciting consents to amend the notes to eliminate substantially all of the material restrictive covenants and events of default.

The amendments require consents from holders of a majority of the notes. Holders may not tender their notes without delivering consents.

The offer also requires the tender of outstanding $150 million principal amount of 8 3/8% senior notes due 2010 and $300 million principal amount of floating-rate senior notes due 2010 issued by Universal City Florida Holding Co. I, Universal City Florida Holding Co. II, UCFH I Finance, Inc. and UCFH II Finance, Inc. representing a majority of the principal amount of the notes outstanding on the consent date.

Tender offer for 8 3/8% notes, floaters

In the concurrent cash tender offer and consent solicitation, the companies will pay $1,003.50 per $1,000 principal amount for the 8 3/8% notes, including a fee of $2.00 for notes tendered by 5 p.m. ET on Oct. 5, the consent date.

The company will pay $1,002 for each floater, including a consent fee of $3.50.

The issuers will pay accrued interest up to the payment date.

The tender offer will expire at 5 p.m. ET on Nov. 20.

The company said on Oct. 20 that it would purchase, redeem or otherwise retire all of its outstanding 11¾% notes and pay dividends and deferred special fees to its direct parent companies so that they can purchase, redeem or otherwise retire all of their outstanding 8 3/8% senior notes due 2010 and floating-rate senior notes due 2010.

To pay for the purchases, the company said it planned to offer $400 million principal amount of senior unsecured notes due 2015 and $225 million principal amount of senior subordinated notes due 2016 to be sold under Rule 144A.

Funding for the purchases also would come from $900 million of borrowings under Universal Orlando's senior secured credit facilities.

J.P. Morgan Securities Inc. (collect 212 270-1477), Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co., Inc. are the dealer managers and solicitation agents for both offers.

D.F. King & Co., Inc. (800-549-6697 and for brokers and banks 212 269-5550) is the information agent.

Universal Orlando is an Orlando, Fla.-based owner and operator of theme parks.

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