Colt Telecom in further buyback of sterling- and Euro-denominated notes

Colt Telecom Group plc (B1/B+) said on Thursday (Aug. 1) that it had bought back a further £13 million of its bonds at a cost of £6 million. The buyback was the latest of a series of such bond repurchases the company has announced lately. In the latest buyback, Colt said it bought back £5 million face amount of its originally issued £50 million of 10 1/8% senior notes due November 2007; bringing the total amount of its repurchases to date to £8 million; it bought back €1.9 million face amount of its €76.7 million of 8 7/8% senior notes due November 2007, bringing total repurchases to €10 million; it bought back €0.8 million face amount of its €306.8 million of 7 5/8% senior notes due July, 2008, bringing total repurchases to €52.7 million; it bought back €1 million face amount of its €320 million of 7 5/8% senior notes due December, 2009, bringing total repurchases to €51.3 million; it bought back €6.2 million accreted principal amount of its €368 million of 2% senior convertible notes due December 2006, bringing total repurchases to €90 million; and it bought back €2.2 million accreted principal amount of its € 402.5 million of 2% senior convertible notes due April 2007, bringing total repurchases to €97.2 million. The company also said that although no further bonds from the following series were bought in the latest transactions, Colt has so far bought back $64.3 million of its $314 million of 12% senior discount notes due in December 2006; €16.8 million accreted principal amount of its €306.8 million of 2% senior convertible notes due August 2005; and €93.7 million accreted principal amount of its €295 million of 2% senior convertible notes due March 2006.

AS PREVIOUSLY ANNOUNCED, Colt Telecom, a London-based provider of business and telecommunications services in Europe, has recently bought back dollar-, euro- and/or sterling- denominated bonds on a number of occasions through its Colt Telecom Finance Ltd. subsidiary. Colt said on Feb. 28 that it had purchased dollar-, euro- and sterling-denominated bonds with a total face value or accreted amount of £34 million, for a cash outlay of £13 million. On March 4, Colt said it had made further purchases of £5.9 million (total face value or accreted amount) of outstanding dollar- and euro-denominated bonds, for a cash outlay of £2.2 million. Colt said on March 8 that it had purchased more dollar-, sterling- and euro-denominated bonds with a total face value or accreted amount of £14 million, for a cash outlay of £8 million. On March 18, Colt said that it had bought back a further £9 million of its dollar-and euro-denominated bonds for £5 million of cash. On May 16, Colt said it had purchased a further £10 million of its dollar- and euro-denominated bonds for a cash outlay of £4 million, and on May 20, it bought back a further £14 million of its dollar- and euro-denominated bonds at a cost of £6 million. On May 24, Colt said that it had bought back a further £11 million of its dollar- and euro-denominated bonds at a cost of £6 million. On June 10, Colt said that it had bought back a further £18 million of its dollar- and euro-denominated bonds at a cost of £9 million. On June 19, Colt said that it had bought back a further £2 million of its dollar- and euro-denominated bonds at a cost of £1 million. On June 26, Colt said that it had bought back a further £11 million of its dollar- and euro-denominated bonds at a cost of £5 million. On July 1, Colt said that it had bought back a further £10 million of its euro-denominated bonds at a cost of £4 million.

The company said on each occasion that it has no intention to sell the notes it has purchased, adding that arrangements may be made "in due course" to cancel such notes. Colt also said each time that it may buy additional bonds in the future.

Mothers Work sells new bonds, shares in connection with 12 5/8% '05 notes tender offer

Mothers Work, Inc. (B3/B+) was heard by high yield syndicate sources to have sold $125 million of new 11¼% senior notes due 2010 on Wednesday (July 31); the bond sale followed the company's successful pricing on Tuesday (July 30) of 1.1 million new shares of Mothers Work common stock at $27 per share. A portion of the proceeds from the stock and bond sale is slated to be used to fund the company's previously announced cash tender offer for its outstanding 12 5/8% senior notes due 2005, and the related solicitation of noteholder consents to proposed indenture changes.

AS PREVIOUSLY ANNOUNCED, Mothers Work, a Philadelphia-based designer and retailer of maternity apparel, said on June 10 that it had filed two registration statements with the Securities and Exchange Commission in connection with the proposed public offering of $125 million of new senior notes and 1.1 million shares of common stock (1 million primary shares offered by the company and 100,000 secondary shares offered by certain selling stockholders, plus an additional 165,000 shares of common stock to be sold by the company and selling stockholders to cover over-allotments, if any). It said that the offering of the common stock would not be contingent on the closing of the concurrent offering of senior notes, although the senior note offering would be contingent on the closing of the common stock offering. High yield syndicate sources heard on June 10 that proceeds of the note sale - which is to be led by bookrunning manager Credit Suisse First Boston - would be used to repay the $91.09 million of outstanding 12 5/8% notes, to repay subordinated notes, to pay series A and series C preferred accrued dividends, to redeem series A preferred, to repurchase series C preferred, to repay bank debt and for general corporate purposes. The sources said that timing on the note deal was still to be determined. On July 10 Mothers Work said that it was beginning a cash tender offer to purchase all of its outstanding 12 5/8% notes, as well as a solicitation of noteholder consents to proposed indenture amendments related to the company's refinancing of certain outstanding debt and the redemption or repurchase of certain of its preferred stock . It said that the consent solicitation would expire at 5 p.m. ET on July 23 and the tender offer would expire at 9 a.m. ET on Aug. 7, with both deadlines subject to possible extension.

Mothers Work said that it would offer $1,002.50 per $1,000 principal amount of notes tendered by the consent deadline (thus consenting to the proposed indenture changes). That consideration would include a $2.50 per $1,000 principal amount consent payment. Noteholders tendering their notes after the consent date, but before the expiration deadline would receive the consideration minus the consent payment. All tendering holders would receive accrued and unpaid interest on their notes accepted for purchase up to, but not including, the payment date for the offer. Holders desiring to tender their notes under terms of the offer would have to consent to the proposed amendments and could not deliver consents without tendering the related notes. Holders could not revoke consents without withdrawing the related notes tendered under the offer. The company further said that notes tendered on or before the consent date could be withdrawn on or before that deadline, but not afterward. Notes tendered after consent deadline may not be withdrawn. The tender offer and the solicitation are subject to a number of conditions, including, among others, the consummation of Mothers Work's previously announced proposed offering of shares of common stock and its proposed offering of senior notes, as well as the tender of notes and the receipt of consents to the indenture changes from holders of at least a majority of the outstanding notes. The proposed amendments - which would reduce the notice period for redemption of the notes and eliminate most of the principal restrictive covenants under the indenture - will become effective and will cover all of the notes, even those that are not purchased under the tender offer, if and when the offer is completed. To the extent that any notes remain outstanding after the completion of the offer, the company presently intends to redeem those notes.

On July 24, Mothers Work said that it had received the requisite amount of noteholder consents to the proposed indenture amendments, as the consent solicitation portion of the related tender offer for the notes expired as scheduled at 5 p.m. ET on July 23, without extension. Consents received by that deadline now may no longer be revoked. Credit Suisse First Boston (call toll free at 800 820-1653 or collect at 212 538-8474), in addition to lead-managing the new note sale, is serving as the dealer manager and solicitation agent for the tender offer and the consent solicitation. The information agent is MacKenzie Partners, Inc. (call toll-free at 800 322-2885 or collect at 212 929-5500).

Ferrellgas Partners extends 9 3/8% '06 note tender

Ferrellgas Partners, LP (B1) said on Wednesday (July 31) that it had extended the expiration date of its previously announced tender offer for its 9 3/8% senior secured notes due 2006 until 9 a.m. ET on Aug. 16, subject to possible further extension, from its previous July 30 deadline. The company said that as of 5 p.m. ET on July 29, holders of $158.4 million of the notes, or 99% of the outstanding aggregate amount, had tendered those notes and had not subsequently withdrawn them.

AS PREVIOUSLY ANNOUNCED, Ferrellgas, a Liberty, Mo.-based retail marketer of propane gas (second-largest in the U.S.), said on July 1 that it was beginning a tender offer for all of its $160 million of outstanding 9 3/8% notes, as well as a related solicitation of noteholder consents to proposed indenture changes which would, among other things, eliminate specified obligations, covenants and events of default in the notes and the indenture governing the notes. Ferrellgas said that the tender offer would expire at 9 a.m. ET on July 30, while the consent solicitation deadline would be 5 p.m. ET on July 16, with both deadlines subject to possible extension. The company set the total consideration for its offer at $1,032.50 per $1,000 principal amount of the notes tendered, plus accrued and unpaid interest up to, but not including, the payment date. It said the total consideration would include a consent payment of $1.25 per $1,000 principal amount, payable to those holders validly tendering their notes by the consent deadline and not subsequently withdrawing them, thus giving their consent to the proposed indenture changes. The company said it would not accept tenders of notes up to the consent deadline unless they were also accompanied by a valid consent to the indenture changes, while a consent would not be accepted unless a valid tender of the notes also accompanied it. The company said that the tender offer and consent solicitation would be conditioned upon, among other things, the receipt by Ferrellgas of proceeds from a public offering of new senior notes sufficient to pay the principal amount of the notes being purchased, plus, to the extent that proceeds will be available, accrued interest and all related premiums, costs and expenses, on terms and conditions satisfactory to Ferrellgas.

On July 17, Ferrellgas said that it had that it had received the requisite amount of noteholder consents to proposed indenture changes. It further said that as of the July 16 consent solicitation deadline, holders of more than a majority of the outstanding notes had given their consents. Credit Suisse First Boston Corp. (call 800 820-1653 or 212 538-8474) is acting as dealer manager in connection with the tender offer and consent solicitation. The information agent for the tender offer is Georgeson Shareholder Communications Inc. (call 800 645-7638 or 212 440-9800).

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