QUALITY DISTRIBUTION, INC. (Ca) said on Tuesday (May 28) that it had successfully completed its previously announced offer to exchange new debt and equity securities for a portion of its outstanding 10% Series B senior subordinated notes due 2006 and Series B floating interest rate subordinated term securities due 2006 (FIRSTS), and the related solicitation of consents to proposed amendments to the 10% notes' indenture. The exchange offer and the consent solicitation expired as scheduled at 5 p.m. ET on May 28, without further extension. The company said it expects to consummate the exchange offer on the closing date, May 30. As of May 28, $61.4 million of the outstanding notes had been validly tendered and not withdrawn under the exchange offer and their holders had delivered consents to the proposed indenture amendments. All noteholders who tendered their existing securities in the exchange offer and consent solicitation and whose notes are accepted by the company will promptly receive new debt and equity securities in exchange. Quality Distribution said that the $61.4 million of notes tendered by the holders did not include another $53 of existing notes which were covered by lock-up agreements (under those agreements, three groups of "committed holders" of the existing notes did not participate in the exchange offer and consent solicitation, but instead agreed to exchange their notes separately. Holders of some $22.5 million of the lock-up notes will receive new debt and equity securities, simultaneously with the closing of the exchange offer and the consent solicitation, while the other two groups of committed holders of, collectively, $30.5 million the notes, will exchange their respective notes for shares of Quality Distribution's 13¾% preferred stock. In addition, one group of committed holders has agreed to purchase an additional $10 million of 13¾% preferred on the closing date. The company further announced that based on the number of consents to the proposed amendments received to date, it has satisfied the requisite consent condition for the consent solicitation and accordingly, it plans to execute a supplemental indenture at the closing date (known as the Second Supplemental Indenture) putting the proposed indenture changes into effect. AS PREVIOUSLY ANNOUNCED: Quality Distribution, a Tampa, Fla.-based tractor and trailer operator, said on May 9 that it had extended the time and date of the expiration for its pending offer to exchange new debt and equity securities for up to $87 million of its existing outstanding 10% Series B senior subordinated notes and Series B "FIRSTS". The offer (which had begun on April 10 with the distribution of the official offering statement to the noteholders and security holders, but which was not publicly announced at that time) was initially extended to May 9 from the original May 8 deadline, although this was subsequently extended again. The company offered in exchange for the existing notes a package consisting of 12½% senior subordinated secured notes due 2008, 12% junior subordinated payment-in-kind (PIK) notes due 2009 and warrants to purchase shares of its common stock. Besides the exchange offer, Quality was soliciting noteholder consents to proposed indenture amendments for the existing notes. As of May 9, $14.5 million principal amount of the existing notes had been validly tendered (and not properly withdrawn) and their holders delivered consents to the proposed amendments. Meantime, holders of $53 million principal amount of the existing notes had executed lock-up agreements committing them to exchange their notes for the package of new debt and equity securities if the exchange offer is completed. The completion of the exchange offer was conditioned upon, among other things, the now-fulfilled requirement of at least $61.3 million of the existing notes (excluding the $53 million principal amount of the notes covered by the lock-up agreements) being validly tendered (and not properly withdrawn) in the exchange offer. The company said that eligible holders of the existing notes that had not previously tendered their notes would continue to have the opportunity to validly tender their notes (together with consents to the proposed amendments) at any time prior to 5 p.m. ET on the expiration date. Tendered existing notes (together with consents to the proposed amendments) could also be withdrawn at any time before the deadline. On May 10, Quality Distribution said that it had satisfied the $61.3 million threshold condition, and extended the time and date of the expiration of its exchange offer and the related consent solicitation to 5 p.m. ET on May 24 from the previous May 10 deadline. The company said that as of May 10, some $61.9 million principal amount of the existing notes had been validly tendered and not properly withdrawn, and had delivered consents to the proposed amendments. Accordingly, the company said it intended the exchange, and further said that in an effort to successfully complete the exchange, it had agreed to amend certain terms of the debt and equity securities to be issued under the exchange offer, but it did not elaborate as to the nature of the change in its announcement. In addition, Apollo Management, LP, the company's controlling stockholder, agreed to waive the $78.3 million threshold condition contained in its previously announced lock-up agreement and said it would exchange its existing notes for shares of the company's junior 13¾% preferred stock and purchase an additional $10 million of the preferred stock, so long as the $61.3 million threshold condition were satisfied. The company said it would disseminate additional materials regarding such amendments to the terms of the exchange offer to all holders of the existing notes, in accordance with the terms of the official Offering Memorandum and Consent Solicitation Statement. Quality Distribution also noted that in addition to having satisfied the minimum tender threshold condition, it has satisfied the requisite consent condition for the consent solicitation, based on the number of consents to the proposed amendments it has received to date. Accordingly, the company expects that on the offer's scheduled expiration date, it will execute a Second Supplemental Indenture, putting into effect the proposed amendments. On May 24, Quality Distribution said it had extended the expiration deadline for its exchange offer/consent solicitation to 5 p.m. ET on May 28, subject to possible extension, from the May 24 deadline . It said that as of May 24, approximately $59.2 million of the notes had been tendered under the exchange offer, not including the $53 million of notes covered under the lockup agreements.

GRAHAM PACKAGING CO., INC. was heard by high yield syndicate sources on Tuesday (May 28) to be planning to sell $100 million of six-year senior subordinated notes, with the deal proceeds slated to be used for the repurchase of the York, Pa.-based plastic container company's outstanding $169 million ($155.7 million accreted value) of senior discount notes, and to repay bank debt. Market sources said that Deutsche Bank Securities Inc. would be the book-running manager on the upcoming offering. The bond deal is part of a recapitalization plan that includes a new $700 million senior credit facility (comprised of a $550 million term loan and a $150 million revolver), and an initial public offering of up to $287.5 million of common shares.

COLT TELECOM GROUP PLC (COLT) (B1/B+) said on Friday (May 24) that it had bought back a further £11 million of its bonds at a cost of £6 million. The buyback was the latest of a series of such bond repurchases the company has announced lately. In the latest buyback, Colt bought back $5 million accreted principal amount of its $314 million of 12% senior discount notes due in December 2006, bringing the total amount of its repurchases to $52.3 million. It bought back €1 million face amount of its €306.8 million of 7 5/8% senior notes due July 2008, bringing total repurchases to €42.5 million. It bought back €4.5 million accreted principal amount of its €320 million of 7 5/8% senior notes due December 2009, bringing total repurchases to €37.3 million, and it bought back €7 million accreted principal amount of its €402.5 million of 2% senior convertible notes due April 2007, bringing total repurchases to €92.4 million. The company also said that although no further bonds from the following series were bought in the latest transactions, Colt has so far bought back £3 million face amount of its £50 million of 10 1/8% senior notes due November 2007, €4.5 million face amount of its €76.7 million of 8 7/8% senior notes due November 2007, €16.8 million accreted principal amount of its €306.8 million of 2% senior convertible notes due August 2005, €84.8 million accreted principal amount of its €295 million 2% senior convertible notes due March 2006, and €65.4 million accreted principal amount of its €368 million 2% senior convertible notes due December 2006. AS PREVIOUSLY ANNOUNCED, Colt Telecom, a London-based provider of business and telecommunications services in Europe, has recently bought back dollar-, euro- and/or sterling- denominated bonds on a number of occasions through its Colt Telecom Finance Ltd. subsidiary. Colt said on Feb. 28 that it had purchased dollar-, euro and sterling-denominated bonds with a total face value or accreted amount of £34 million, for a cash outlay of £13 million. On March 4, Colt said it had made further purchases of £5.9 million (total face value or accreted amount) of outstanding dollar- and euro-denominated bonds, for a cash outlay of £2.2 million. Colt said on March 8 that it had purchased more dollar-, sterling- and euro-denominated bonds with a total face value or accreted amount of £14 million, for a cash outlay of £8 million. On March 18, Colt said that it had bought back a further £9 million of its dollar-and euro-denominated bonds for £5 million of cash. On May 16, Colt said it had purchased a further £10 million of its dollar- and euro-denominated bonds for a cash outlay of £4 million, and on May 20, it bought back a further £14 million of its dollar- and euro-denominated bonds at a cost of £6 million. The company said on each occasion that it has no intention to sell the notes it has purchased, adding that arrangements may be made "in due course" to cancel such notes. Colt also said each time that it may buy additional bonds in the future.

TRICO MARINE SERVICES, INC. (TMAR) (B1/B) was heard by high yield syndicate sources to have sold $250 million of new 8 7/8% senior notes due 2012 on Thursday (May 23), with the net proceeds of the new issue expected to be used to purchase its existing 8½% senior notes due 2005. AS PREVIOUSLY ANNOUNCED, Trico, a Houston-based provider of marine support services to the oil and gas industry, said on May 17 that it had begun a tender offer for its outstanding 8½% notes, and was also seeking noteholder consents aimed at eliminating certain provisions in the notes' indenture. Trico said it would purchase tendered notes at a cash purchase price of $1,034 per $1,000 principal amount of tendered notes, plus accrued and unpaid interest up to - but not including - the payment date. The purchase price includes a $25 per $1,000 principal amount consent payment that will be paid only for those notes tendered by the consent deadline of 5 p.m. ET on May 29, subject to possible extension. Holders tendering their notes after the consent deadline would not be paid the consent payment as part of their consideration ($1,009 per $1,000 principal amount, plus accrued interest). The tender offer will expire at 5 p.m. ET on June 14, subject to possible extension. Payment for notes tendered and accepted on or before May 29 will be made promptly following the closing of Trico Marine's new 10-year debt offering (concurrently with the tender offer announcement, Trico Marine announced that it expected to make a private Rule 144A offer of $250 million of senior notes due 2012, and would use the proceeds of the new placement to pay for redemption of the 8½% notes). Trico said that payment for notes tendered after the consent deadline but before the offer expires will be made promptly following the expiration of the tender offer. Completion of the tender offer and payment for tendered notes is subject to the satisfaction or waiver of various conditions, including the completion by Trico Marine of the sale of the $250 million of new ten-year notes on acceptable terms and conditions. Lehman Brothers Inc. (call Emily Shanks at 800 438-3242, or call collect at 212 528-7581) and Bear, Stearns & Co. Inc. (call 877 696-2327) are acting as joint dealer managers and solicitation agents for the tender offer and the consent solicitation. The information agent is D.F. King & Co., Inc. (call 800 549-6746), and the depositary is JPMorgan Chase Bank.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.