Universal, subsidiaries buy back $755.86 million of notes in offers

By Angela McDaniels

Tacoma, Wash., Nov. 23 - Universal City Development Partners Ltd., which does business as Universal Orlando, and UCDP Finance, Inc. received tenders for $319,313,000 principal amount, or 78.263%, of their $500 million of 11¾% senior notes due 2010.

In a separate tender offer, Universal City Florida Holding Co. I, Universal City Florida Holding Co. II, UCFH I Finance, Inc. and UCFH II Finance, Inc. received tenders for $137,147,000 principal amount, or 91.431%, of their $150 million of 8 3/8% senior notes due 2010 and for $299.4 million, or 99.8%, of their $300 million of floating-rate senior notes due 2010.

The tender offers began on Oct. 23 and expired at 11:59 p.m. ET on Nov. 20.

All of the notes tendered in the offers have been purchased and canceled.

For each $1,000 principal amount, the payment was $1,005.00 for the 11¾% notes, $1,003.50 for the 8 3/8% notes and $1,002.00 for the floaters.

The payment amounts include a consent fee for each note tendered by 5 p.m. ET on Nov. 5, the consent date. The consent fee was $5.00 for the 11¾% notes, $3.50 for the 8 3/8% notes and $2.00 for the floaters.

Holders also received accrued interest up to but excluding the payment date.

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

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

The companies announced on Nov. 5 that they had received enough consents to amend the indentures.

Following the completion of the offers, $108.7 million of 11¾% notes, $12.9 million of 8 3/8% notes and $600,000 of floaters remain outstanding.

J.P. Morgan Securities Inc. (212 270-1477), Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co., Inc. were 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) was the information agent.

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

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