Ispat again extends swap offer for Imexsa 10 1/8% '03 certificates

Ispat International NV (B3/B+) said on Monday (Aug. 26) that its Mexican operating subsidiary, Ispat Mexicana, SA de CV - commonly known as Imexsa (D) - has once again extended its previously announced exchange offer for all of the outstanding 10 1/8% Senior Structured Export Certificates due 2003 of its Imexsa Export Trust No. 96-1. The offer was extended to 5 p.m. ET on Sept. 3, subject to possible further extension, from the previous Aug. 23 deadline. The company said the exchange offer was being extended to allow for additional time to complete documentation required under the agreed upon terms of the exchange.

The company said that as of Aug. 22, senior certificates representing over a majority of the outstanding principal amount had been tendered under the terms of the exchange offer. Imexsa anticipates completing the documentation for its restructuring shortly, and said it was extending the exchange offer to permit the remaining holders adequate time to tender their certificates.

AS PREVIOUSLY ANNOUNCED, Ispat International, a global steel producer based in Rotterdam, the Netherlands, said on Jan. 25 that Imexsa, its Mexican operating subsidiary, had begun an exchange offer for all the outstanding 10 1/8% certificates issued by Imexsa Export Trust No. 96-1. The exchange offer was originally slated to expire at 5:00 p.m. ET, on Feb. 22, although this deadline was subsequently extended a number of times. Under the original terms of the exchange offer, Imexsa offered to exchange its 10 1/8% senior notes due 2008 for the Imexsa export certificates (this was subsequently amended to change the notes being offered to new Imexsa Export Trust No. 96-1 10 5/8% Senior Structured Export Certificates due 2005), which would be fully and unconditionally guaranteed by Ispat on a senior unsecured basis. Ispat said the exchange offer is conditioned upon the holders of at least 95% of the Imexsa senior certificates having validly tendered them and not withdrawn them prior to the expiration date and upon the other terms and conditions set forth in Imexsa's official Offering Memorandum and Consent Solicitation Statement dated January 24 (the threshold was subsequently raised slightly to 96%) . Ispat further said that Imexsa was soliciting consents from holders of the senior certificates to amend the agreements governing them. Holders tendering their senior certificates in the exchange offer would also have to deliver consents, which could not be withdrawn after the earlier of either a) the expiration date, or b) whenever the requisite consents required to amend the agreements governing the senior certificates are received.

On May 15, Ispat said that the exchange offer had been extended to 5 p.m. ET on May 31 from the previous expiration deadline of 5 p.m. ET on May 15. On June 3, Ispat said that Imexsa had again extended the exchange offer to 5 p.m. ET on June 21, subject to possible further extension, from the previous May 31 expiration date. IST said that the exchange offer was extended following an agreement in principle on the final terms of exchange reached with a group of holders representing over 75% of the outstanding certificates. Under the agreed upon terms of the exchange offer, Imexsa would offer to exchange new 10 5/8% Senior Structured Export Certificates due 2005 to be issued by Imexsa Export Trust No. 96-1 for the validly tendered existing certificates which are accepted for exchange (this in place of the 10 1/8% senior notes due 2008 which the company initially offered to the certificate holders). The new certificates would be fully and unconditionally guaranteed by Ispat and certain of the subsidiaries of Imexsa on a senior unsecured basis. The new certificates would also be secured on a pro-rata basis with Imexsa's bank loans by liens on certain of the company's assets and by a pledge of the stock of Imexsa and Grupo Ispat International SA de CV. The amended exchange offer would be conditioned upon the holders of not less than 95% of the outstanding existing certificates having validly tendered their certificates and not withdrawn them prior to the expiration date (subsequently raised to 96%) and upon the other terms and conditions outlined in Imexsa's official Offering Memorandum and Consent Solicitation Statement; the company said a supplement to the original Offering Memorandum would be distributed to senior certificate holders containing the amended terms of the exchange offer. The terms of the related previously announced consent solicitation were unchanged. Ispat further said that Imexsa had also reached an agreement in principle with all of its bank lenders on the proposed terms of a restructuring of its bank loans. In connection with the bank debt restructuring and the amended exchange offer, Imexsa's shareholders agreed to provide a $20 million loan for working capital purposes.

On June 20, Ispat said that Imexsa had issued the supplemental offering memorandum, letter of transmittal and other ancillary documents amending and supplementing the exchange offer, as previously outlined. It said that the group of bondholders with whom the company had agreed on the amended terms for the offer indicated that it currently intends to participate in the amended exchange offer, which was also been extended to 5 p.m. ET on June 28, (this deadline was subsequently extended again, first to July 12 and then to July 29 ). It said the amended exchange offer would be conditioned upon the holders of not less than 96% of the outstanding principal amount of senior certificates (up from 95% previously) having validly tendered and not withdrawn them by the extended expiration deadline, and upon the other terms and conditions set forth in the supplemental documents.

On July 12, Ispat said that the exchange offer had been extended to 5 p.m. ET on July 29, subject to possible further extension, from the previous July 12 deadline. It announced on July 29 that the exchange offer had again been extended, to extended to 5 p.m. ET on Aug. 23, subject to possible further extension, from the previous July 29 deadline, to allow for additional time to complete the required documentation. Dresdner Kleinwort Wasserstein (call 212 969-2700, ask for Mark Hootnick) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (call 800 847-4870, ask for Tom Lang) is the information agent for the exchange offer.

Coral Group gets tenders for nearly all 10% and 13.5% '09 notes

Coral Group Ltd. (B3/B+) said on Friday (Aug. 23) that holders of its 10% senior subordinated notes due 2009 had tendered £79.286 million of the notes, or 99.1% of the £80 million outstanding, and holders of its 13.5% subordinated PIK (pay-in-kind) notes due 2009 had tendered approximately £84,105,788 out of the £84,106,184 outstanding, or 99.9% by the Aug. 20 consent payment deadline under the company's previously announced tender offer for all of the outstanding notes and the related solicitation of noteholder consents to proposed indenture changes. Notes which have been validly tendered prior to the consent payment deadline may not be withdrawn unless the offer is terminated by the Coral Group.

AS PREVIOUSLY ANNOUNCED, Coral Group, a Barking, Essex (U.K.)-based betting-parlor operator, formerly known as Coral Group plc said on Aug. 7 that it had begun a tender offer for its outstanding 10% and 13.5% notes, as well as the related consent solicitation. The company said the tender offer would expire at 5 p.m., London time, on Sept. 5, and set the consent payment deadline for 10 p.m., London time, on Aug. 20, with both deadlines subject to possible extension. It said total consideration for the 10% notes would be based on a fixed spread of 50 basis points over the yield of the 5% U.K. Treasury Notes due June 7, 2004, while the total consideration for the 13.5% notes would be calculated using a fixed spread of 75 basis points over the yield of the same 5% notes, based on the assumption that all interest payments through the last scheduled interest payment date prior to the call date will be made in additional subordinated PIK notes. The two series of notes will be priced to their respective first-call dates in accordance with customary market practice.

Total consideration for each note series will include a consent payment of £30 per £1,000 principal amount of notes tendered for those notes tendered by the aforementioned consent payment deadline; holders of notes tendered after the consent payment deadline but prior to the offer's expiration deadline and accepted for payment will receive the appropriate total consideration, minus the consent payment. Coral Group will set the price it will pay for each note series two business days prior to the expiration date (tentatively, Sept. 3, subject to possible extension) and settlement is expected to occur promptly following the expiration date. Coral Group said that consummation of the tender offer, and payment for tendered notes, is subject to the satisfaction or waiver of various conditions, including the condition that there be validly tendered and not validly withdrawn at least a majority of the outstanding aggregate principal amount of each series of notes and the completion of the acquisition. The conditions are more fully described in the official Offer to Purchase for Cash and Solicitation of Consents to Amendments, dated Aug. 7.

Lehman Brothers (contact Scott Macklin collect at 212 528-7581 or toll-free at 800 438-3242) is the sole dealer-manager and solicitation agent for the tender offer and consent solicitation. Deutsche Bank AG London and D.F. King & Co., Inc. (banks and brokers call collect at 212 269-5550; all others call toll-free at 800 949-2583) are the principal tender agent and information agent, respectively.

William Carter to redeem portion of 10 7/8% '11 notes

Carter Holdings Inc. said on Friday (Aug. 23) that it had filed a registration statement with the Securities and Exchange Commission to register the initial public offering by the company and certain stockholders of the company of up to $100 million of the company's common stock, with a portion of the proceeds slated to be used to redeem a portion of the $175 million 10 7/8% senior subordinated notes due 2011 issued in August, 2001 by its wholly owned subsidiary, The William Carter Co. (B3/B+). Those notes would be redeemed at a price of 110.875% of the principal amount redeemed (i.e. $1,108.75 per $1,000 principal amount), plus accrued and unpaid interest. Carter Holdings, an Atlanta-based maker of baby and children's clothing, said that the registration statement relating to the IPO has been filed with the SEC but has not yet become effective. The share offering will be underwritten by a syndicate led by Goldman, Sachs & Co. (call 212 902-1171).

Forest Oil to redeem 8 ¾% '07 notes

Forest Oil Corp. (Ba3/BB) said on Aug. 20 that its wholly owned subsidiary, Canadian Forest Oil Ltd., has provided notice to State Street Bank and Trust Company, the trustee for the subsidiary's 8¾% senior subordinated notes due 2007, that Canadian Forest Oil has elected to redeem all of the outstanding notes at a price of 104.375% (i.e., $1,043.75 per $1,000 principal amount). Forest - a Denver-based energy exploration and production company - will redeem US$57.948 million of the notes on Sept. 15. The redemption is being made pursuant to the issuer's optional redemption rights.

Berger Holdings redeems 11% '03 notes

Berger Holdings, Ltd. said on Aug. 20 that it had redeemed an outstanding $2.5 million 11% subordinated debenture due 2003. The Philadelphia-based maker of roof drainage products for residential and commercial applications said the obligation was originally incurred to help facilitate an acquisition made in January 1998.

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