Wolverine Tube amends exchange offer for 10½% notes to allow all holders to participate

By Susanna Moon

Chicago, March 23 - Wolverine Tube, Inc. said it will now allow all holders to participate in the offer for new notes and cash in exchange for its 10½% senior notes due 2009.

Previously, the exchange offer and concurrent consent solicitation were being made only to noteholders who are qualified institutional buyers, non-U.S. persons outside the United States and institutional accredited investors.

The offer began on Feb. 25.

The company is soliciting consents to amend the indenture governing the notes to eliminate substantially all of the restrictive covenants, some events of default and some related provisions in order to allow the exchange offer to be completed.

The company needs consents from holders of a majority of the notes. Holders who tender will be deemed to have delivered consent.

Wolverine Tube noted that the indenture governing the new notes will include restrictive covenants and events of default similar to the ones currently contained in the existing notes' indenture.

For each $1,000 principal amount of existing notes tendered, the company is offering, at the holder's option:

• $1,000 principal amount of new 10% senior secured notes due 2012 and the cash exchange fee, which is equal to 2% of the principal amount of new notes issued to the holder; or

• Up to $850 principal amount of new notes, a cash payment of at least $150 and the cash exchange fee.

If all noteholders elect the cash option, then each noteholder will receive $850 principal amount of new notes, $150 in cash and the cash exchange fee for each $1,000 principal amount of existing notes exchanged.

However, if any noteholders elect the notes option, then the cash consideration that would have been paid to those noteholders will instead be paid to the noteholders who elect the cash option on a pro rata basis, with a corresponding reduction in the principal amount of new notes to be issued to the cash option holders - provided that cash option noteholders will not receive more than a principal amount of new notes and cash consideration that exceeds $1,000.

Noteholders will also receive accrued interest up to but excluding the payment date.

The exchange offer and consent solicitation will expire at 11:59 p.m. ET on March 24.

The offer is subject to the receipt of tenders for at least 95% of the existing notes.

The company said that Plainfield Special Situations Master Fund Ltd., an affiliate of Wolverine Tube and holder of about $9.86 million of the existing notes and $38.3 million of Wolverine Tube's 10½% senior exchange notes due 2009, has agreed to tender all its notes.

D.F. King & Co., Inc. (800 901-0068 or 212 269-5550) is the information agent.

Wolverine Tube is based in Huntsville, Ala., and makes copper and copper alloy tube, fabricated products and metal joining products.

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