BWAY Corp. tenders for 10¼% '07 notes

BWAY Corp. said Wednesday (Jan. 8) that it has begun a cash tender offer to purchase any and all of its $100 million of outstanding 10¼% Series B senior subordinated notes due 2007, and is also soliciting consents from the noteholders to proposed indenture changes.

BWAY, an Atlanta-based manufacturer of steel containers for industrial applications, 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. Both deadlines are subject to possible extension.

The company said total consideration payable for each validly tendered note and properly delivered consent will 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 includes 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 will 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.

Holders who tender their notes prior to the consent deadline will be required to consent to the proposed amendments, and holders who consent will be required to tender their notes.

The company said the purpose of the tender offer and consent solicitation is 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, which was announced on Oct. 1, 2002.

BWAY said the tender offer and consent solicitation and payment of the related consideration are subject to, among other things, the consummation of the Kelso merger and the 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.

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

Abraxas Petroleum extends exchange offer for 11½% '04 notes

Abraxas Petroleum Corp. said on Wednesday (Jan. 8) that it had extended its previously announced offer to exchange cash, stock and new debt for its existing Series A and Series D 11½% senior secured notes due 2004 to 6 p.m. ET on Wednesday, subject to possible further extension, from its originally announced Tuesday (Jan. 7) deadline.

As of the close of business on Tuesday, $149.8 million principal amount of the notes had been validly tendered or guaranteed. The company said completion of the offer is conditioned upon on a minimum of 99% of the approximately $189 million of outstanding notes being tendered, among other conditions.

AS PREVIOUSLY ANNOUNCED: Abraxas, a San Antonio, Tex.-based independent oil and natural gas exploration and production company, said on Dec. 9 that it was beginning the exchange offer for its 11½% notes, which the company had jointly issued along with its wholly owned subsidiary, Canadian Abraxas Petroleum Limited.

Abraxas said that it would offer the holders of the existing notes a package consisting of $264 in cash, $610 principal amount of new 11½% Series A senior secured notes due 2007 (Abraxas subsequently corrected this to 11½% Series A secured notes due 2007 in a press release Thursday, Dec. 12), and approximately 31.36 shares of Abraxas common stock, per $1,000 principal amount of the existing notes tendered. .

Abraxas said that the interest on the new notes would be payable in cash unless prohibited; if cash interest payments are prohibited, interest would be paid in kind (i.e. paid in the form of additional new notes) in principal amount equal to the amount of the accrued and unpaid interest on the new notes, plus an additional 1% per annum accrued interest for the applicable period.

Abraxas further said that the notes and shares of its common stock to be issued in the exchange offer have not been registered for unrestricted public trading under the Securities Act of 1933, as amended.

On Dec. 12, Abraxas, in addition to correcting the nomenclature of the new notes being offered as part of the exchange offer consideration, said that the offer would expire at 12 midnight ET on Tuesday (Jan. 7), which was subsequently extended.

Allbritton completes 9¾% '07 debenture tender offer, calls untendered remnant

Allbritton Communications Co. (B3/B-) said on Tuesday (Jan. 7) that it had accepted for payment an aggregate of $255.576 million principal amount of its 9¾% senior subordinated debentures due 2007, under the terms of its previously announced tender offer for the notes and related consent solicitation, which expired as scheduled at 12:01 a.m. ET on Tuesday, without extension.

The company made payment for the tendered debentures from the net proceeds of its recent sale of $275 million of new notes.

Allbritton said that the company's acceptance of the debentures for payment caused amendments to the debentures' indenture which had been previously approved by holders of a majority of the securities to become effective, meaning they are binding upon all debentures which were not tendered.

The company also called for redemption all remaining outstanding debentures. They will be redeemed on Jan. 21 at a redemption price of $1,039 per $1,000 principal amount of debentures, which is 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.

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

Allbritton said the tender offer would expire at 12:01 a.m. ET on Jan. 7, subject to possible extension. Holders would have to tender their debentures to the company - thus giving their consent to the desired indenture changes - by the now-expired consent payment deadline of 5 p.m. ET on Dec. 20 in order to be eligible to receive a consent payment as part of their total consideration.

The company said that holders tendering their debentures would be required to also consent to the proposed amendments, and holders consenting to the proposed amendments would also be required to tender their debentures.

It said that holders validly tendering their debentures and delivering consents by the consent payment deadline would receive total consideration of $1,039 per $1,000 principal amount of debentures tendered. The total consideration would include a consent payment of $5 per $1,000 principal amount for eligible holders.

Holders validly tendering their debentures after the consent payment deadline would only receive tender consideration of $1,034 per $1,000 principal amount of debentures and would not receive the consent payment.

Allbritton said that it planned to fund the tender offer, and all related costs and expenses, with the net proceeds of an offering of new 7¾% senior subordinated notes due 2012. High yield market syndicate sources heard later in the day on Dec. 6 that Allbritton had sold $275 million of the new notes at par. Allbritton also planned to use additional borrowings under the company's credit facility and/or cash on hand to help finance the tender offer and related costs.

The company said the tender offer would be conditioned upon Allbritton completing arrangements for financing the purchase of the debentures, and other general conditions.

On Dec. 20, Allbritton said that it had received the requisite amount of tenders and consents required to eliminate or modify substantially all the covenants, certain events of default and related provisions in the indenture governing its outstanding 9¾% debentures, which were solicited as part of the previously announced tender offer for those securities.

As of the now-expired consent deadline, holders of approximately 93% of the $275 million outstanding aggregate principal amount of the debentures had consented to the proposed indenture amendments and had tendered their securities.

Accordingly, Allbritton and the debentures' indenture trustee executed and delivered a supplemental indenture incorporating the amendments approved by the debtholders; however, the company said the amendments would not become operative unless the tendered debentures were accepted for purchase in accordance with the terms of the tender offer. If the amendments were to become operative, they would be binding upon holders of all untendered 9¾% debentures.

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