Grupo TMM extends exchange offers for 9½% '03, 10¼% '06 notes

Grupo TMM SA said on Thursday (March 6) that it had extended its previously announced exchange offers to exchange new longer-maturity debt for all of its outstanding 9½% senior notes due 2003 and its 10¼% senior notes due 2006.

The company said the offer had been extended to 5 p.m. ET on March 20, subject to possible further extension, from the previous March 11 deadline.

It said that as of 5 p.m. ET on March 5, approximately $56.180 million principal amount of the 9½% notes, or 31.76% of the outstanding amount, had been tendered and not withdrawn, while $152,242 million principal amount of the 10¼% notes, or 75.12% of the outstanding amount, had been tendered 2006 notes, representing a majority of the 2006 notes, had been tendered and not withdrawn. That represents a slight increase in the amount of both series of notes tendered versus the previously announced tendered amounts.

While the condition that a majority of the 10¼% notes be tendered had been fulfilled, the revised minimum tender condition of 80% of the 9½% notes remained unmet.

Grupo TMM also said that the registration filed with the Securitiees and Exchange Commission amending the terms of its previously announced exchange offers and consent solicitations had become effective. The amendments allow the company to add warrants for its common stock to the compensation package it is offering to the 9½% noteholders to encourage their participation.

Salomon Smith Barney Inc. is acting as the dealer manager for the exchange offers and consent solicitations. Mellon Investor Services (call toll-free at 888 689-1607; banks and brokers call 917 320-6286) is the information agent.

AS PREVIOUSLY ANNOUNCED, Grupo TMM, a Mexico-City-based provider of land and ocean transportation services, said on Aug. 29 that it intended to offer to exchange new debt securities for all of its outstanding 9½% and 10¼% notes. It said the exchange offers would be undertaken consistent with its previously announced plan to extend the company's debt maturities and obtain additional financial flexibility.

TMM said that the terms of the planned exchange, including the interest rate of the new debt securities, had not been finalized, but the securities are expected to be senior unsecured debt of Grupo TMM maturing in 2009. In addition, it said that the new debt securities would be guaranteed on a senior unsecured basis by TMM Holdings SA de CV, a newly-formed, wholly-owned subsidiary of Grupo TMM, which would indirectly hold all of its parent's approximately 51% voting and 38.4% effective economic interest in another subsidiary, Grupo TFM SA de CV, through which Grupo TMM conducts its rail operations.

Grupo TMM further said that in connection with the exchange offers, it expected to solicit consents from the holders of the outstanding 9½% and 10¼% notes, seeking to amend or eliminate certain of the covenants contained in the notes' indentures. It said that holders who tender notes and give their consents prior to the deadline that would be established for the consent solicitation would be entitled to receive a cash consent fee. The amendments would only become effective upon completion of the exchange offers and consent solicitations, which would be described in detail in the official offering material.

Grupo TMM did not formally set down a timetable for the proposed exchange offers and related consent solicitations, other than that the exchange offers would begin once the company has completed its regulatory filings and obtained all necessary governmental authorizations. The company said that it expected that the exchange offers to be completed early in the fourth quarter. Grupo TMM said it had filed a registration statement relating to the exchange offers with the U.S. Securities and Exchange Commission, and was expecting to commence the offers as soon as practicable after the registration statement was declared effective and it had obtained the necessary authorizations from the Comision Nacional Bancaria y de Valores de Mexico.

On Dec. 26, Grupo TMM said that it had begun its previously announced offers to exchange new, longer-maturity debt for all of its outstanding 9½% and 10¼% notes, and said the exchange offers would expire at 5 p.m. ET on Feb. 11, 2003 (this deadline was subsequently extended).

Grupo TMM said it would offer a like principal amount of its new 10¾% percent senior notes due 2009 for the existing notes; the new notes are to be issued at the time the exchange offers close. They would be guaranteed on a senior unsecured basis by TMM Holdings, SA de CV, a wholly owned subsidiary that indirectly owns all of TMM's interest in Grupo Transportacion Ferroviaria Mexicana, SA de CV, which in turn operates TMM's rail operations.

The company said that concurrently with the exchange offers, it was also soliciting consents from holders of the existing notes for certain amendments which would eliminate certain restrictive covenants and amend certain other provisions of the respective indentures under which the existing notes were issued. Holders tendering their notes in the exchange offers would be considered to have given their consent to the proposed amendments applicable to the series of existing notes being tendered.

Subject to the terms and conditions contained in the prospectus and letter of transmittal related to the exchange offers and consent solicitations, Grupo TMM said it would pay a cash consent fee in an amount of $5 per $1,000 principal amount of existing notes validly tendered and not subsequently revoked by the consent payment deadline of 5 p.m. ET on Jan. 28, subject to possible extension.

The company said the obligation of Grupo TMM to consummate either exchange offer would be conditioned upon, among other things, receipt of valid and unrevoked tenders representing at least 85% of the outstanding principal amount of the 9½% notes and at least a majority of the outstanding principal amount of the 10¼% notes.

It said tenders and the related consents could not be withdrawn at any time after the consent payment deadline, unless that deadline were to be extended by Grupo TMM with respect to one or both series of existing notes.

On Feb. 12, Grupo TMM said that it had extended the expiration date of the offers to 5 p.m. ET on Feb. 18, subject to possible further extension, from the original Feb. 11 deadline. As of 5 p.m. ET on Feb. 11, $54.198 million of the 9½% notes, or approximately 30.64% of the outstanding amount, and $109.164 million of the 10¼% notes, or 54.58% of the outstanding amount, had been tendered and not withdrawn.

While that fulfilled the minimum tender condition of at least a majority of the 10¼% notes, the 85% minimum tender condition for the 9½% notes remained unmet at that time.

Grupo TMM said on Feb. 18 that it had extended the exchange offers to 5 p.m. ET on Feb. 25, subject to possible further extension, from the previous Feb. 18 deadline, and had amended the terms of the offers to include warrants to purchase American Depositary Shares of Grupo TMM as part of the consideration being offered to holders of the 9½% notes; to offer all holders of the 9½% notes a consent fee of $5 per $1,000 principal amount of notes; to reduce the minimum tender condition for the 9 ½% notes from 85% of the notes to 80%; and to extend the expiration date for both exchange offers and consent solicitations, as noted. All other terms and conditions of the exchange offers and the consent solicitations would remain the same.

It said that as of the previous expiration deadline, approximately 30.79% of the outstanding 9½% notes, or $54.458 million principal amount, had been tendered and not withdrawn, and 67.21% of the outstanding 10¼% notes, or $134.425 million principal amount, had been tendered and not withdrawn. While the minimum tender condition of at least a majority of the 10¼% notes has been fulfilled, the then-required 85% minimum tender condition for the 9½% notes remained unmet.

On Feb. 24, Grupo TMM extended its exchange offers to 5 p.m. ET on March 11, subject to possible further extension, from the previous Feb. 25 deadline.

It said that as of 5 p.m. ET on Feb. 21, approximately $55.561 million principal amount of the 9 ½% notes, or 31.41% of the outstanding amount, had been tendered and not withdrawn, while $150.142 million principal amount of the 10 ¼% notes, or 75.07% of the outstanding amount, representing a majority of the 2006 notes, had been tendered and not withdrawn.

While the condition that a majority of the 10 ¼% notes be tendered had been fulfilled, the revised minimum tender condition of 80% of the 9 ½% notes remained unmet.

Grupo TMM also supplied additional specific details of its previously announced proposed amendment to the economic terms of the offer for the 9½% notes, which were contained in a registration statement filed with the Securities and Exchange Commission. It said that it planned to offer 55 warrants (to purchase the company's American Depositary Shares) per $1,000 principal amount of the 9½% notes tendered and accepted for payment, in addition to the previously announced compensation.

It said that each warrant would be exercisable to purchase one ADS, representing one of the company's Series A Shares, at an exercise price of $9.00 per warrant, subject to certain adjustments, payable only by surrender of the new notes offered in the exchange offers (subject to limitations). If all of the 2003 notes were tendered and exchanged, the company would issue approximately 9.7 million ADSs. Unless exercised, the warrants will expire in 2010.

Grupo TMM said that the changes described in the new registration statement and the amendment would not be offered to holders and will not become a part of the existing exchange offers until further action is taken by Grupo TMM and the SEC to complete the new registration statement and have it declared effective by the SEC.

Delta Mills tenders for 9 5/8% '07 notes

Delta Woodside Industries, Inc.(B3/B+) said Wednesday (March 5) that its wholly-owned Delta Mills, Inc. subsidiary has begun a modified Dutch auction tender offer for a portion of its outstanding 9 5/8% senior notes due 2007.

The tender offer will expire at 5 p.m. ET on April 2, subject to possible extension; tenders of notes may be made or withdrawn at any time prior to the Expiration Date.

Delta Mills is inviting holders to submit offers to sell their notes, at a price determined by each holder, within a range of $750 to $790 per $1,000 principal amount of notes tendered. Holders whose notes are accepted for purchase will also receive accrued and unpaid interest upon completion of the tender offer.

Under the rules of the modified Dutch auction process, Delta Mills will first accept notes offered for sale at $750 per $1,000 principal amount, the lowest price in the range within which the company is offering to buy the notes. After that, it will continue to accept offers to sell notes in order of increasing offer price, until Delta Mills has spent approximately $15.8 million (excluding accrued interest) to buy the notes at a "clearing price" which will allow the company to buy the maximum amount of notes for that total amount. Delta Mills will buy all notes offered at or below this clearing price and will pay the clearing price for all of the notes, even if that price is higher than the price at which the noteholder offered to sell the notes. Notes offered for sale above the eventual clearing price will not be accepted for purchase. If the total principal amount of notes offered at the clearing price exceeds the maximum principal amount of notes that the company may accept at the clearing price under the modified Dutch auction procedure, acceptances of offers at the clearing price will be allocated among such notes on a pro-rata basis.

Delta Mills said the offer will be funded by borrowings under its revolving credit facility. Consummation of the tender offer is subject to the satisfaction of certain conditions described in the company's official Offer to Purchase.

Banc of America Securities LLC (call toll-free at 888-292-0070 or collect at 704-388-2842) is the exclusive dealer manager for the offer. The Bank of New York is the depositary, and D.F. King & Co. (call toll-free at 800-967-7921 or collect at 212-269-5550) is the information agent.

AS PREVIOUSLY ANNOUNCED: Delta Mills, a Greenville, S.C.-based textile products company, bought back a total principal amount of $34.996 million of the 9 5/8% notes at $525 per $1,000 principal amount in a modified Dutch auction tender offer that began on April 3, 2002 and expired on May 1. The company paid a total of $18,372,900, plus accrued interest, to repurchase the notes.

Banc of America Securities LLC was the dealer manager, The Bank of New York was the depositary and D.F. King & Co., Inc. was the information agent.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.