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Published on 7/31/2003 in the Prospect News High Yield Daily.

Nextel details 10.65% notes consent solicitation data

New York, July 31 - Nextel Communications, Inc. (B2/B+) said that it had received a requisite number of consents to proposed indenture changes from the holders of its 10.65% senior redeemable discount notes due 2007 as part of its previously announced tender offer for the notes.

Nextel said that the consent solicitation expired as scheduled at 5 p.m. ET on July 30 without extension and that as of that deadline holders of approximately 61% of the outstanding principal amount of the notes had tendered their securities and consented to the proposed indenture changes. As a result, Nextel has executed a supplemental indenture for the notes that puts into effect the proposed amendments.

Nextel's announcement amplified the information contained in its July 30 news release, in which the company announced that it had gotten the requisite number of consents from its 10.65% noteholders, but did not further elaborate.

As previously announced, Nextel, a Reston, Va.-based wireless telecommunications operator, said on July 17 that it said it would sell $1 billion of new senior serial redeemable notes due 2015 in a public offering, and would use the proceeds, together with cash on hand, to repurchase the outstanding 10.65% notes through a tender offer or redemption transaction. It also said that it would redeem all of its outstanding 11 1/8% Series E exchangeable preferred stock on Aug. 16 at a price of $1,055.625 per share, plus an amount equal to accrued but unpaid dividends on the shares.

On July 18, Nextel said that it had begun a cash tender offer and related consent solicitation for all its $675.52 million outstanding principal amount of its 10.65% notes, and separately announced that it would also redeem all of the $392 million (liquidation preference) of outstanding 11 1/8% preferred shares.

Nextel said that the tender offer for the 10.65% notes would expire at 12 midnight ET on Aug. 13, and set a consent deadline of 5 p.m. ET on July 30 (now expired), both subject to possible extension. The company said that notes validly tendered prior to the consent date could not be withdrawn and consents could not be revoked after the consent date. Notes tendered after the consent date could be withdrawn at any time before the expiration date of the tender offer.

The company said that the total consideration to be paid for each validly tendered note would be $1,036.25 per $1,000 principal amount of notes tendered and accepted for purchase, plus any accrued and unpaid interest up to, but not including, the scheduled payment date.

It said the total consideration would include a $20 per $1,000 principal amount payable only to those holders tendering their notes and thus validly delivering their consents prior to the consent deadline. Holders tendering after the consent deadline would receive the total consideration less the $20 consent payment, or $1,016.25 per $1,000 principal amount of the notes, plus accrued and unpaid interest. .

Nextel said it was seeking noteholder consent to amendments that would eliminate substantially all the indenture's restrictive covenants and would amend certain other provisions. It said that adoption of the proposed amendments would require the consent of the holders of at least a majority of the principal amount of the notes outstanding. Holders tendering their notes would be required to consent to the proposed amendments, while holders seeking to consent to the proposed amendments would have to tender their notes as well.

Nextel said the tender offer would be subject to, among other things, the now-fulfilled condition of receipt by Nextel of sufficient consents necessary to adopt the proposed amendments, as well as the completion by Nextel of certain previously announced related financing transactions.

On July 22, Nextel was heard by high yield syndicate sources to have sold $1 billion of new 7 3/8% senior notes due 2015.

Bear, Stearns & Co. Inc. is acting as the exclusive dealer manager and solicitation agent for the tender offer and the consent solicitation (call the Global Liability Management Group at 877 696-2327. D. F. King & Co., Inc. is the information agent (call 212 269-5550). The depositary for the tender offer is BNY Midwest Trust Co.

Crown Castle buys back $88.9 million 12¾% preferreds

New York, July 31 - Crown Castle International Corp. said it bought back a total of $88.9 million of its 12¾% senior exchangeable preferred stock and expects to redeem the remainder no later than Dec. 15, 2003, the first call date for the securities.

Crown Castle said it bought back 29,614 shares of the preferreds during the second quarter for $32.6 million in cash.

From the end of the second quarter through July 31 it purchased an additional 59,272 shares of the preferreds for $65.8 million in cash.

Those transactions leave $166.1 million outstanding.


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