Comdisco redeems $50 million 11% '05 notes

Comdisco Holding Co. Inc. said on Monday (Feb. 10) that it had completed the previously announced optional partial redemption of $50 million of its 11% subordinated secured notes due 2005, bringing the amount outstanding following the transaction down to $235 million. The notes were redeemed at a price of par plus accrued and unpaid interest up to the redemption date.

The redemption is the latest in a recent series of such transactions. Comdisco made no further announcement of upcoming note redemptions.

AS PREVIOUSLY ANNOUNCED, Rosemont, Ill.-based Comdisco, which formerly provided equipment leasing and technology services to business customers, emerged following its Chapter 11 bankruptcy reorganization as a holding company whose purpose is to sell, collect or otherwise reduce to money the remaining assets of the corporation.

It said on Oct. 9 that it would redeem the entire $400 million outstanding principal amount of its variable-rate senior secured notes due 2004 on or about Oct. 21, at par plus accrued and unpaid interest from Aug. 12 to the redemption date. Comdisco said that Wells Fargo Bank would serve as the paying agent for the planned note redemption.

On Oct. 23, Comdisco said that the redemption of all $400 million of the variable rate senior notes had taken place as scheduled on Oct. 21.

Comdisco also said that following the redemption of those notes, it would make cash interest payments on the 11% notes. It explained that terms of the 11% subordinated notes provided for the interest to be paid-in-kind through the issuance of additional 11% subordinated notes while the senior notes were outstanding. It said the initial interest payment date for the subordinated notes would be Dec. 31 and the cash interest payment would be made on that date to registered holders of record (as of the close of business on Dec. 15) of the 11% notes.

On Oct. 29, Comdisco said that it would make a partial redemption of $65 million of the outstanding principal amount of the 11% notes (out of the $650 million which were outstanding at that time), under its mandatory redemption obligations. Comdisco said the notes would be redeemed at par plus accrued and unpaid interest from Aug. 12 to the redemption date. It anticipated that the partial redemption of the notes would occur on Nov. 14, and that Wells Fargo Bank would serve as the paying agent for that redemption.

On Nov. 15, Comdisco said that it had redeemed the $65 million of 11% notes on Nov. 14, as previously announced.

Comdisco said on Dec. 9 that it would make a redemption of another $200 million of the 11% notes (out of the then-current total outstanding amount of $585 million). It said that the notes would be redeemed at par plus accrued and unpaid interest from Aug. 12 to the redemption date. The company anticipated that the partial redemption of the notes would occur on Dec. 23, with Wells Fargo Bank serving as the paying agent for that redemption.

On Dec. 23, Comdisco said that it had completed the previously announced partial redemption of $200 million 11% notes, out of the total previously outstanding amount of $585 million, bringing the remaining total outstanding amount down to $385 million. The notes were redeemed at par plus accrued and unpaid interest from Aug. 12 to the Dec. 23 redemption date.

Comdisco also announced that it would make optional further partial redemption of $100 million of the 11% notes, out of the then-currently outstanding $385 million. It said it would redeem the notes at par plus accrued and unpaid interest, up to the redemption date of Jan. 9.

On Jan. 9, Comdisco said that it had completed the previously announced partial redemption of $100 million of its 11% notes (out of a total previously outstanding amount of $385 million, bringing the amount outstanding following the transaction down to $285 million). Wells Fargo Bank served as the paying agent for this redemption.

On Jan. 24, Comdisco said that it was planning to make a further optional partial redemption of $50 million of the 11% notes (out of the total then outstanding amount of $285 million, bringing the amount to be outstanding following the transaction down to $235 million). It said the notes would be redeemed on Feb. 10 at a price of par plus accrued and unpaid interest up to the redemption date.

Evercom gets requisite tenders for 11% '07 notes offer, extends again

Evercom, Inc. said on Sunday (Feb. 9) that it had received the tender of approximately 98.2% of its 11% senior notes due 2007 under its previously announced offer to exchange equity in the restructured company for all of its outstanding public debt - an amount which the company said was sufficient to satisfy the offer's minimum tender condition.

Evercom said that it is finalizing the necessary documentation of its senior credit facility and awaiting customary regulatory clearances, which it described as "well underway," before formally consummating the exchange offer.

The company therefore said that it was again extending the offer deadline, to 5 p.m. ET this Friday (Feb. 14), subject to possible further extension, from the previous deadline at 5 p.m. ET this past Friday (Feb. 7).

The amount of notes tendered by that prior deadline represents an increase from the approximately 93% of the $115 million in outstanding notes which had been tendered for exchange as of Feb. 6.

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.

On Feb. 6, Evercom said it had again extended the offer, to Feb. 7, and said that as of the previous Feb. 6 deadline, approximately 93% of the noted had been tendered for exchange, up from 91% previously.

BWAY completes tender offer for 10 ¼% '07 notes

BWAY Corp. said Friday (Feb. 7) that it had completed its previously announced tender offer for its 10¼% series B senior subordinated notes due 2007, which expired as scheduled at 12 midnight ET on Feb. 6, with no extension.

As of that expiration deadline, $99 million aggregate principal amount of the notes, representing 99% of the outstanding amount, had been validly tendered by their holders and not withdrawn. All notes validly tendered prior to the expiration of the tender offer were accepted for payment.

BWAY concurrently announced the completion of its merger with an affiliate of Kelso & Co., LP, a private investment firm; the purpose of the just-completed tender offer and the related solicitation of consents to changes in the notes' indenture (previously completed) was to help facilitate the merger transaction.

Deutsche Bank Securities Inc. (call 212 469-7466) was the dealer manager for the tender offer and the consent solicitation. MacKenzie Partners, Inc. (call 800 322-2885) was the information agent. BNY Midwest Trust Co. (call 212 815-3738) was the depositary for the offer.

AS PREVIOUSLY ANNOUNCED: BWAY, an Atlanta-based manufacturer of steel containers for industrial applications, said on Jan. 8 that it had begun a cash tender offer to purchase any and all of its $100 million of outstanding 10 ¼% notes, and was also soliciting consents from the noteholders to proposed indenture changes.

BWAY set 5 p.m. ET on Jan. 23 as the consent deadline by which holders would be required to tender their notes and deliver related consents in order to receive a special consent payment as part of their total compensation, and set 12 midnight ET on Feb. 6 as the offer expiration, with both deadlines subject to possible extension.

The company said total consideration payable for each validly tendered note and properly delivered consent would be $1,051.25 per $1,000 principal amount of notes, plus accrued and unpaid interest up to, but not including, the date of payment. Total consideration would include a $5 per $1,000 principal amount consent payment for holders tendering their notes at or before the consent deadline. Holders tendering their notes after the consent deadline would receive $1,046.25 per $1,000 principal amount, plus accrued and unpaid interest, but would not receive the consent payment as part of their consideration.

It said that holders tendering their notes prior to the consent deadline would be required to consent to the proposed amendments, and holders consenting to the amendments would be required to tender their notes.

The company said the purpose of the tender offer and consent solicitation was to amend the Indenture governing the notes to eliminate substantially all of the restrictive covenants contained in the Indenture, in order to increase BWAY's operational flexibility and to facilitate the merger of BWAY with an affiliate of Kelso & Co., LP, a private investment firm, a transaction which was announced on Oct. 1, 2002.

BWAY said the tender offer and consent solicitation and payment of the related consideration would be subject to, among other things, the consummation of the Kelso merger and the now-satisfied condition of receipt of valid consents to the consent solicitation from at least a majority in aggregate principal amount of the outstanding notes on or prior to the consent deadline.

On Jan. 23, BWAY said that it had received the requisite consents to proposed amendments to the Indenture governing its 10 ¼% notes, and said that under the terms of the tender offer and the consent solicitation, that consent solicitation would now officially be deemed to have expired at 5 p.m. ET on Jan. 24, which would be designated the consent expiration date.

As of the close of business on Jan. 23, approximately $99 million of the $100 million outstanding principal amount of the 10 ¼% notes had been tendered.

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