Opal offers new 7½% notes, 10% notes in exchange for 8 7/8% notes

By Susanna Moon

Chicago, June 27 – Opal Acquisition, Inc. said it is offering to exchange its $264,059,000 of outstanding principal amount of 8 7/8% senior notes due 2021 for newly issued 7½% senior secured first-lien notes due 2024 and 10% senior secured second-lien notes due 2024.

The total exchange value will be par for each $1,000 principal amount, which includes an early tender premium of $50 per $1,000 of notes exchanged by the early deadline of 5 p.m. ET on July 10.

Holders who tender for exchange after the early deadline will receive $950 per $1,000 principal amount.

The secured notes to be issued in the exchange will consist of $30 million principal amount of first-lien notes and up to $234,059,000 of second-lien notes, according to the company notice.

The company said it issued $345,941,000 of secured notes on June 26, consisting of $170 million principal amount of 7½% first-lien notes due 2024 and $175,941,000 principal amount of 10% second-lien notes due 2024, in exchange for an equal principal amount of unsecured notes in a private transaction.

The notes are expected to become fungible with the secured notes issued in the exchange offer.

Along with the exchange, the issuer is soliciting consents to eliminate restrictive covenants and events of default in the notes indenture.

The exchange offer is contingent on completion of the consent solicitation.

Holders who tender their notes for exchange will be deemed to have submitted consents under the solicitation.

Those who tender before the early deadline will also receive accrued interest in cash to but excluding the initial settlement date.

The exchange offer and consent solicitation will remain open until 11:59 p.m. ET on July 24. Tendered notes may be withdrawn before the early deadline.

The offer is being made to holders who are qualified institutional buyers under Rule 144A or not U.S. persons under Regulation S.

D. F. King & Co., Inc. (800 709-3328, 212 269-5552, Uopal@dfking.com or dfking.com/opal) is the information agent.

Opal provides cost containment services related to workers' compensation claims, acting as an intermediary between healthcare providers, payors and patients. The company is based in Parsippany, N.J.

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