MxEnergy begins private exchange offer, consent bid for floaters

By Angela McDaniels

Tacoma, Wash., June 29 - MxEnergy Holdings Inc. is holding a private exchange offer and consent solicitation for its floating-rate senior notes due 2011, according to a company news release.

For each $1,000 principal amount of notes exchanged, holders will receive $138.15 in cash, $393.33 principal amount of a new series of 13% senior secured notes due 2014, 188.91 shares of the company's common stock and accrued interest up to but excluding the settlement date.

The company said it will also pay an early consent payment of $30 for each $1,000 in principal amount of the notes tendered by 5 p.m. ET on July 13, the early consent deadline.

Holders who wish to participate must tender all of their notes.

MxEnergy is soliciting consents from the noteholders for proposed amendments to the notes that would eliminate or amend substantially all of the restrictive covenants and modify a number of the events of default and some other provisions, including the change-of-control provisions.

Consents are needed from holders of at least a majority of the outstanding notes. Holders who tender will be deemed to have given consent.

The company said holders of $121,075,000 principal amount of the notes have agreed to tender their notes and deliver consents. The figure represents 73% of the outstanding notes, excluding notes held by the company.

The offer will expire at midnight ET on July 28.

The offer is conditioned on, among other things, the receipt of tenders for at least 90% of the outstanding notes, the company refinancing and replacing its revolving credit facility and hedge facility, the company amending its current credit facility with Denham Commodity Partners LP, the conversion of MxEnergy's series A convertible preferred stock into common stock, the creation of a management incentive plan and the receipt of any required consents from government bodies or authorities that are required in order to complete the exchange offer and consent solicitation.

The new notes will be guaranteed by all of the company's subsidiaries that guarantee the existing notes. They will also be secured on a third-lien priority basis by substantially all of the assets of the company and the guarantors, provided that the new notes will have a first-priority security interest on a notes escrow account that will have cash, cash equivalents or government securities in an amount sufficient to make two semiannual interest payments.

The exchange offer and consent solicitation are being made only to accredited investors inside the United States and certain non-U.S. investors located outside the United States that have delivered an eligibility letter.

The information agent is Global Bondholder Services Corp. (866 387-1500 or, for banks and brokers only, 212 430-3774).

MXenergy is a retail natural gas and electricity supplier based in Stamford, Conn.

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