Netia calls 10% '08 notes for redemption

Netia Holdings SA said Friday (Feb. 21) that its Dutch finance subsidiary, Netia Holdings BV, will exercise its right to redeem its outstanding 10% senior secured notes due 2008 before their maturity, and has issued a notice to that effect to the notes' holders.

Netia, a Warsaw-based "alternative" provider of fixed-line telecommunications services in Poland, plans to redeem the notes on March 24, at a redemption price of 100% of par, plus unpaid and accrued interest up to the redemption date.

Including the interest, each holder will therefore be entitled to receive €1,025.27 per €1,000 principal amount of notes tendered for redemption, with 91 days of interest - €25.27 per €1,000 - having accrued without payment. Interest on the notes will therefore cease to accrue as of the redemption date.

Quest Diagnostics extends consent deadline for Unilab 12¾% '09 notes

Quest Diagnostics Inc. said Friday (Feb. 21) that it has extended the consent deadline in connection with its previously announced tender offer for Unilab Corp.'s 12¾% senior subordinated notes due 2009. The consent deadline was extended to 5 p.m. ET this coming Wednesday (Feb. 26), subject to possible further extension, from the original deadline at 5 p.m. ET on this past Thursday (Feb. 20). The previously announced March 6 expiration date for the offer was left unchanged.

The company said that the tender offer is being made in connection with the Cash Election Exchange Offer for all outstanding shares of Unilab common stock, which is currently scheduled to expire at 12 midnight ET on Tuesday (Feb. 25).

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.

AS PREVIOUSLY ANNOUNCED: Quest Diagnostics, a Teterboro, N.J.-based provider of medical diagnostic testing, information and services, said on Feb. 6 that it had begun a cash tender offer for any and all of the outstanding $100.8 million principal amount of Unilab's 12¾% notes. The tender offer is in connection with Quest Diagnostics' previously announced agreement to acquire Unilab.

Quest said the tender offer would expire at 12 midnight ET on March 6, subject to possible extension, and initially set 5 p.m. ET on Feb. 20 as the consent deadline (the consent deadline was subsequently extended, although the offer expiration date was not).

The company said it would 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. 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.

Pioneer bought back 9 5/8% and 8 7/8% notes in '02

Pioneer Natural Resources Co. said on Friday (Feb. 21) that it had repurchased $47.1 million of its 9 5/8% senior notes and $13.9 million of its 8 7/8% senior notes in 2002.

Pioneer, a Dallas-based independent oil and gas exploration and production company, made the disclosure in its 10-K filing with the Securities and Exchange Commission. In addition to the note repurchases, the company also repaid a $45.2 million West Panhandle field capital cost obligation.

Pioneer said that it recognized an extraordinary loss, net of taxes, of $22.3 million in connection with the extinguishment of debt in 2002.

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