One Call offers 7½%/10% first-lien, 10%/12½% second-lien PIK notes in exchange for 10% issue

By Susanna Moon

Chicago, Feb. 7 – One Call Corp. said it is holding an exchange offer for its $404,302,000 principal amount of its 10% second-lien notes due 2024 until 11:59 p.m. ET on March 6.

In the exchange, the company is offering on a par-for-par basis newly issued first-lien pay-in-kind toggle notes due 2024 and, to the extent that the notes are oversubscribed, newly issued second-lien PIK toggle notes due 2024.

Specifically, the new secured notes will consist of $90 million principal amount of 7½%/10% first-lien PIK toggle notes due 2024 and up to $314,302,000 principal amount of 10%/12½% second-lien PIK toggle notes due 2024, according to a company announcement.

To receive $1,000 principal amount of new secured notes per $1,000 principal amount, notes must be tendered for exchange before the early deadline of 5 p.m. ET on Feb. 20.

The company noted that new first-lien notes will be issued in the exchange for notes tendered as of the early deadline before any new second-lien notes are issued. If more than $90 million principal amount is tendered as of the early deadline, the amount of new first-lien notes issued to each tendering holder will be based on a ratio of $90 million to the aggregate principal amount of notes tendered as of the early deadline.

Any portion of notes tendered as of the early deadline that is not exchanged into new first-lien notes will be exchanged into new second-lien notes. Holders who tender after the early deadline will not receive any new first-lien notes and tendered notes will be exchanged for $950 principal amount of new second-lien note per $1,000 principal amount of old notes.

The new secured notes will be secured by the same collateral as the company's senior secured credit facilities and existing first-lien notes. The new first-lien notes will rank pari passu with the facilities and existing notes as to the collateral while the new second-lien notes will have a second priority as to the collateral.

Holders will also receive accrued interest in cash to but excluding the settlement date.

Along with the exchange, the company said it is soliciting consents from holders of a majority of the notes to amend provisions of the notes indenture to eliminate provisions containing the restrictive covenants and events of default. The offer is not conditioned on receiving those consents.

If at least two-thirds of the notes are tendered, the collateral for the old notes will be released.

Holders who tender their notes in the exchange will be deemed to have consented to the proposed amendments.

Any old notes that remain outstanding after the exchange will be subordinated, to the extent of the value of the collateral for the new secured notes to all new first-lien notes and if a majority of old notes is tendered, all new second-lien notes. If at least two-thirds is tendered, any old notes that remain outstanding will be unsecured, the release noted.

Tendered notes may be withdrawn at any time before the early deadline.

The offer is only 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. (866 207-2324, 212 269-5550, onecall@dfking.com or dfking.com/onecall) the information agent.

One Call is a national provider of managed care solutions based in Jacksonville, Fla.

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