Quest Diagnostics tenders for Unilab 12¾% '09 notes

Quest Diagnostics Inc. said Thursday (Feb. 6) that it has begun a cash tender offer for any and all of the outstanding $100.8 million principal amount of Unilab Corp.'s 12¾% senior subordinated notes due 2009. The tender offer is in connection with Quest Diagnostics' previously announced agreement to acquire Unilab.

Quest Diagnostics, a Teterboro, N.J.-based provider of medical diagnostic testing, information and services, said the tender offer will expire at 12 midnight ET on March 6, subject to possible extension. Quest Diagnostics will purchase the outstanding notes at a price to be determined two business days prior to the expiration date of the tender offer [tentatively, March 4) using a formula based on a 50 basis point fixed spread over the yield to maturity of the reference security - the 1.875% U.S. Treasury Notes due Sept. 30, 2004 - at that time.

The purchase price will also include a $30 per $1,000 principal amount consent payment for those holders who tender their notes by the consent deadline of 5 p.m. ET on Feb. 20, subject to possible extension. Quest Diagnostics is seeking the consent of the noteholders to certain proposed amendments to the notes' indenture, aimed at eliminating substantially all of the restrictive provisions of the indenture. It will consider holders who tender their notes by the consent deadline to have agreed to the indenture changes, making them eligible to receive the consent payment. Tendered notes may not be withdrawn and consents may not be revoked after the end of the consent period.

All tendering holders will also receive accrued and unpaid interest on their notes. Payment for validly tendered notes is expected to be made promptly following the expiration of the tender offer. Qwest Diagnostics plans to finance the tender offer with a combination of cash on hand and borrowings under a $450 million amortizing term loan facility. The tender offer is subject to a number of conditions and contingencies, including the successful completion of the acquisition of Unilab by Quest Diagnostics and the receipt of consents from a majority of the outstanding noteholders.

Merrill Lynch & Co. (contact the Liability Management Group, at either 888 ML4-TNDR or 212 449-4914) will be the dealer-manager for the tender offer and the consent solicitation. The information agent is Georgeson Shareholder Communications Inc. (call toll-free at 866 283-1946; banks and brokerage firms call 212 440-9800). The depositary is HSBC Bank USA.

Allbritton calls 8 7/8% '08 notes

Allbritton Communications Co. (B3/B-) said on Thursday (Feb. 6) that it had called for redemption all of its $150 million of outstanding 8 7/8% senior subordinated notes due 2008.

It notified the notes' trustee that the notes will be redeemed in full on March 10 at a redemption price of 104.438% of par value (i.e. $1,044.38 per $1,000 principal amount of notes turned in for redemption), which includes the associated call premium, plus accrued interest on the notes.

Allbritton will finance the redemption using a portion of the proceeds from its Jan. 28 sale of $180 million new 7¾% senior subordinated notes due 2012, which priced as an add-on to the $275 million of the notes which were sold on Dec. 6. Allbritton said the sale of those add-on notes had closed on Thursday. In addition to being used to redeem the 8 7/8% notes, part of the proceeds will be used to repay borrowings outstanding under its senior credit facility.

AS PREVIOUSLY ANNOUNCED: Allbritton Communications, a Washington D.C.-based television station group owner, announced on Dec. 6 that it was launching a tender offer for all its $275 million of outstanding 9¾% senior subordinated debentures due 2007, and a related solicitation of consents to proposed indenture amendments aimed at eliminating substantially all of the restrictive covenants and certain events of default from the indenture.

Allbritton said on Jan. 7 that it had accepted for payment an aggregate of $255.576 million principal amount of the 9¾% debentures under the terms of the tender offer, which expired as scheduled at 12:01 a.m. ET that day without extension. The company made payment for the tendered debentures from the net proceeds of the Dec. 6 sale of the new 7¾% notes.

The company also called all of the remaining outstanding 9¾% debentures for redemption on Jan. 21, at a redemption price of $1,039 per $1,000 principal amount, the applicable redemption price set forth in the indenture.

Deutsche Bank Securities Inc. (call 646 324-2180) was the dealer manager for the tender offer and the consent solicitation. MacKenzie Partners, Inc. (call 212 929-5500 or 800 322-2885) was the information agent.

Evercom again extends exchange offer for 11% '07 notes

Evercom, Inc. said on Thursday (Feb. 6) that it had again extended its previously announced offer to exchange equity in the restructured company for all of its outstanding 11% senior notes due 2007, part of the previously announced effort to restructure the company's balance sheet.

The offer was extended to 5 p.m. ET on Friday (Feb. 7), subject to possible further extension, from the previous deadline on Thursday.

As of the previous deadline, approximately 93% of the $115 million in outstanding notes had been tendered for exchange - up from 91% previously - although the tender of the notes may be revoked, in accordance with the terms and conditions of the exchange offer, prior to the expiration of the exchange offer.

The Bank of New York (call 212 815-5788, attention William Buckley) is the exchange agent for the offer.

AS PREVIOUSLY ANNOUNCED: Evercom, an Irving, Texas-based provider of telecommunications services to the inmate populations at correctional facilities, said on Dec. 5 that it had reached an overall agreement in principle with its senior lenders and the ad hoc committee of subordinated bondholders on restructuring the company's balance sheet.

Evercom said that the restructuring would result in the holders of the company's publicly traded subordinated debt exchanging their debt for 98% of the equity of the restructured company. Existing equity holders would retain a 2% interest in the restructured company and have warrants to subscribe for additional equity at significantly higher prices.

Evercom said it expected to mail documents relating to the exchange offer to its bondholders in December and said it anticipates closing the transaction early this year, subject to any regulatory reviews.

The company added that following the conversion of the publicly traded bonds, its total outstanding indebtedness would be reduced to a level that could comfortably be serviced by cash flow from operations.

On Jan. 31, Evercom said that it had extended the pending exchange offer for the 11% notes, which began on Dec. 24 (no public announcement of the offer was made at that time); the offer was extended to 5 p.m. ET on Feb. 5.

It said that as of Jan. 31, approximately 91% of the $115 million of outstanding notes had been tendered for exchange.

On Feb. 5, Evercom again extended the offer, to Feb. 6, and gave out the same participation levels as before.

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