One Call holders exchange 98% of 8 7/8% notes so far, enough to amend

By Susanna Moon

Chicago, July 11 – Opal Acquisition, Inc., or One Call, said holders tendered for exchange $258,259,000 principal amount, or 97.8%, of its $264,059,000 outstanding principal amount of 8 7/8% senior notes due 2021 as of the early deadline at 5 p.m. ET on July 10.

The company is offering to swap out the notes for newly issued 7˝% senior secured first-lien notes due 2024 and 10% senior secured second-lien notes due 2024, as announced June 27.

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

One Call has received the needed consents to amend the notes indenture and has entered into a supplemental indenture to the notes, which will become operative upon initial settlement of the exchange on Tuesday, according to the company notice.

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.

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.

The company said it issued $345,941,000 of secured notes on June 26, consisting of $170 million principal amount of 7˝% 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.

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 Tendered notes may be withdrawn before the early deadline.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, opal@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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