Zenith Electronics tenders for 8.19% '09 debentures

Zenith Electronics Corp. said on Friday (July 19) that it was beginning a cash tender offer for all of its $49.999 million of outstanding 8.19% senior debentures due 2009, and is also soliciting debentureholder consents to indenture amendments aimed at eliminating certain restrictive covenants and an event of default provision. Holders who tender their debentures will be deemed to have consented to the proposed amendments. Zenith, a Lincolnshire, Ill.-based maker of consumer electronic products, said that the tender offer will expire at 11:59 p.m. ET on Aug. 15, while the consent deadline will be 11:59 p.m. ET on Aug. 1, both deadline subject to possible extension.

The company said that it will purchase debentures which have been validly tendered and accepted for purchase at a price of $500 per $1,000 principal amount, plus accrued and unpaid interest up to, but not including, the settlement date of the offer. This amount includes a consent payment of $30 per $1,000 principal amount for those holders who tender their notes by the consent deadline and thus provide their consents to the proposed amendments. The closing of the tender offer and consent solicitation by Zenith is conditioned on, among other things, Zenith receiving valid tenders, with consents, from holders of at least 66 2/3% of the principal amount of the outstanding debentures.

Salomon Smith Barney (call 800 558-3745) is the dealer manager, and Mellon Investor Services bankers and brokers call collect at 917 320-6286; all others call 888 566-9471) is the depositary and the information agent for the tender offer and consent solicitation.

Nationwide Credit again extends 10¼% ' 08 note exchange offer

NCI Holdings, Inc. and Nationwide Credit, Inc. (Ca) said on Friday (July 19) that they had again extended their pending offer to exchange all of Nationwide's outstanding 10¼% senior notes due 2008 for common stock of NCI Holdings, Inc. The offer is now slated to expire at 5 p.m. ET on July 26, subject to possible further extension; it had been scheduled to lapse on July 19. Nationwide said that to date, it has received tenders of senior notes from the holders of approximately 68.5% of the outstanding notes under the terms of the exchange offer, up from 67.9% reported on July 12, when the offer had last been previously extended.

AS PREVIOUSLY ANNOUNCED, NCI Holdings and Nationwide Credit Inc., a Kennesaw, Ga.-based financial services company, said on July 12 that their pending exchange offer for the 10¼% notes had been extended to 5 p.m. ET on July 19. The offer had not been publicly announced previously. The company said that as of July 12, it had received tenders of senior notes from the holders of approximately 67.9% of the outstanding notes under the terms of the exchange offer. The transaction is being handled by State Street Bank and Trust Co., the depository for the offer as well as trustee for the notes.

Nortek says Kelso gets funding commitment, will repurchase Nortek notes in recapitalization

Nortek Inc. (B1) said on Friday (July 19) as part of its second-quarter earnings report that Kelso & Co. LP (which is acquiring Nortek through its K Holdings Inc. subsidiary under terms of a previously announced recapitalization transmission) has received a financing commitment from a bank - subject to certain terms and conditions, including the completion of the recapitalization - for a senior unsecured term bridge loan facility of up to $955 million. Proceeds of the facility may be used to finance the purchase of Nortek's 8 7/8% senior notes due 2008, 9¼% senior notes due 2007, 9 1/8% senior notes due 2007 and 9 7/8% senior subordinated notes due 2011, to the extent that the existing Notes are tendered for payment under change-in-control provisions in the notes' respective indentures and are not otherwise repurchased or refinanced. It is expected that any borrowings under the existing notes, if any, would subsequently either be paid off or refinanced with new debt.

Nortek, a Providence, R. I.-based building products maker, also said in its July 19 statement that that it had redeemed $204.822 million of its outstanding 9 7/8% senior subordinated notes due 2004 on July 11, 2001, financing the redemption of the notes with a portion of the proceeds from its sale in June, 2001 of $250 million new 9 7/8% senior subordinated notes due 2011, which yielded net proceeds of $241.8 million after deducting underwriting commissions and expenses. In addition to the principal amount, Nortek also paid an approximate $2.9 million redemption premium on the notes and approximately $7.4 million of accrued interest. The notes had been called for redemption in an announcement on June 13,2001. As a result of this redemption, Nortek recorded an extraordinary loss of approximately $5.5 million (32 cents per share, net of tax) in the third quarter of 2001.

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