Windsor Financing terminates tender offers for 5.881%, 6.927% notes

By Angela McDaniels

Tacoma, Wash., Oct. 21 - Windsor Financing, LLC terminated the private tender offers and consent solicitations for its 5.881% senior secured bonds due 2017 and 6.927% subordinated secured notes due 2016, according to a company news release.

The company said it terminated the offers because it determined the financing condition will not be satisfied. All notes previously tendered will be returned, and the related consents are deemed revoked.

The offer began May 11 and was originally scheduled to expire on July 7. It was later extended July 29, then to Sept. 8 and finally to Nov. 7.

As of noon ET on Sept. 8, investors had tendered $268,249,000 original face amount, or 99.99%, of the 5.881% notes and $52 million original face amount, or all, of the 6.927% notes. The figures are unchanged from July 7.

On June 2, the offers were amended to:

• Extend the consent payment deadline, and the eligibility to receive the fixed tender consent payment or the make-whole consent payment, to 5 p.m. ET on June 8;

• Eliminate all provisions that prohibit a noteholder tendering in the make-whole tender offer from purchasing new notes in the new notes offering, including removing the requirement to provide a VOI number, so that all tendering holders participating in the fixed-price tender offer or the make-whole tender offer are eligible to receive an invitation to submit bids in the new notes offering;

• Increase the maximum fixed tender price for the 5.881% notes to $1,133.19 per $1,000 principal amount of notes outstanding as of the settlement date, which equals $636.85 per $1,000 original face amount of notes;

• Increase the basic fixed tender price for the 5.881% notes to $1,103.19 per $1,000 principal amount of notes outstanding as of the settlement date, which equals $619.99 per $1,000 original face amount of notes;

• Increase the maximum fixed tender price for the 6.927% notes to $1,093.53 per $1,000 principal amount of notes outstanding as of the settlement date, which equals $827.29 per $1,000 original face amount of notes; and

• Increase the basic fixed tender price for the 6.927% notes to $1,063.53 per $1,000 principal amount of notes outstanding as of the settlement date, which equals $804.59 per $1,000 original face amount of notes.

The offers were made only to those who are qualified institutional buyers meeting restrictions described in the company's certification letter.

Global Bondholder Services Corp. (866 973-7700) was the information agent and depositary.

Based in Charlotte, N.C., Windsor finances the operations of some electric and steam generating plants in the southeastern United States.

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