AES solicits noteholder consents

The AES Corp. said on Wednesday, (March 26) that it had begun soliciting the consents of holders of several series of its outstanding senior notes and convertible junior subordinated debentures to proposed indenture changes aimed at amending parts of those notes' indentures to generally bring those provisions into conformance with those contained in its recently issued senior secured notes due 2005, specifically, the addition of events-of-default to the indentures of the various series of notes. No such provisions are currently contained in those notes' indentures.

The notes involved in the consent solicitation are AES' 8% Series A senior notes due 2008; its sterling-denominated 8 3/8% Series F senior notes due 2011; and its 4½% convertible junior subordinated debentures due 2005.

The solicitation will expire at 5 p.m. ET on April 1, subject to possible extension. AES is offering a consent fee of $1.25 per $1,000 principal amount tendered to holders of record (as of the close of business on March 24) to the holders of the 8% notes and the 4½% convertible notes, and a consent fee of $2 per £1,000 principal amount of the 8 3/8% notes.

AES' obligation to accept consents and pay a consent fee to consenting holders is subject to numerous conditions which are set forth in the official consent solicitation statement.

AES was also continuing a similar consent solicitation, previously announced, involving several other series of its outstanding public debt.

The solicitation agent is Salomon Smith Barney (contact the Liability Management Group at 212 723-6106 or toll-free at 800- 558-3745).

AS PREVIOUSLY ANNOUNCED: AES, an independent global power producer based in Arlington, Va., said on Dec. 12 that it had completed its previously announced exchange offer, under which it issued approximately $258 million face amount of new 10% senior secured notes due 2005 in exchange for approximately $240.013 million aggregate principal amount of its 8¾% senior notes due 2002 (80% of the originally outstanding $300 million), and $173.889 million aggregate principal amount of its 7 3/8% ROARS (approximately 87% of the originally outstanding $200 million). AES gave the holders of the existing notes $350 of the new 10% 2005 notes and $650 cash per $1,000 principal amount of the existing notes tendered.

On March 14, AES said that it had begun soliciting the consents of holders of several series of its outstanding senior and senior subordinated notes to proposed indenture changes aimed at amending parts of those notes' indentures to generally bring those provisions into conformance with those contained in its recently issued senior secured notes due 2005, specifically, the addition of events-of-default to the indentures of the various series of notes. No such provisions are currently contained in those notes' indentures.

It said the solicitation would expire at 5 p.m. ET on March 27, subject to possible extension. AES offered a consent fee of $1.25 per $1,000 principal amount to holders of record of such securities (as of the close of business on Thursday, March 13) validly tendering consents to the proposed amendments by the deadline.

AES said that its obligation to accept consents and pay a consent fee to consenting holders would be subject to numerous conditions set forth in the official consent solicitation statement.

The notes involved in the consent solicitation are AES' 8¾% Series G senior notes due 2008; its 9½% Series B senior notes due 2009; its 9 3/8% Series C senior notes due 2010; its 8 7/8% Series E senior notes due 2011; its 7 3/8% Remarketable or Redeemable Securities (ROARS) due 2013, which are puttable this year; its 8 3/8% senior subordinated notes due 2007; its 10¼% senior subordinated notes due 2006; its 8½% senior subordinated notes due 2007; and its 8 7/8% senior subordinated notes due 2027.

AES also said that it planned to launch a consent solicitation on substantially similar terms that would cover its 8% Series A senior notes due 2008; its 8 3/8% Series F senior notes due 2011; and its 4 ½% convertible junior subordinated debentures due 2005. It said that consent solicitation would be launched once AES has complied with certain notification and filing requirements of the Securities Exchange Act of 1934, the New York Stock Exchange and the Luxemburg Stock Exchange.

Grohe Holding won't change 11 ½% '10 note consent solicitation

Grohe Holding GmbH (B2/B) said on Monday (March 25) that it had received a proposal from certain holders of its 11½% senior notes due 2010, seeking further changes in the amended terms of its previously announced consent solicitation among the noteholders.

Grohe said that it received a proposal from a group of bondholders on March 21, outlining alternative terms for the pending consent solicitation. Grohe said that while it "appreciates the desire of the [bondholders' ] group to engage in a constructive dialogue," it was declining to change the terms of the solicitation, saying that the company "believes it has offered holders of record of [the] notes collectively an attractive business proposition."

Grohe further asserted that following the previously announced increase in the consent payment to be paid to holders properly delivering their consents (to €72.5 per €1,000 principal amount), the company "has no further flexibility to increase the price," and reiterated that the price, other terms and the deadline would all remain unchanged.

It said that if the requisite number of consents (i.e. from holders of a majority of the notes) were not received by the March 27 deadline, Grohe would allow the consent solicitation to lapse.

Credit Suisse First Boston (Europe) Ltd. (contact Guy Douglas at +44 207-888-1780 or Mark Walsh at +44 207-888-7264); Credit Suisse First Boston LLC; Merrill Lynch International (contact Frits Prakke at +44 207-995-1640 or Abdulla Boulsien at +44 207-995-4319) ; and Merrill Lynch, Pierce, Fenner & Smith Inc. are acting as joint solicitation agents for the consent solicitation.

Holders may request a complete copy of the terms and conditions of the consent solicitation and of the proposed amendments and waivers from The Bank of New York, London Branch, or The Bank of New York (Luxembourg) S.A., in Luxembourg.

AS PREVIOUSLY ANNOUNCED: Grohe Holding, a German-based manufacturer of faucets, showerheads and other plumbing and sanitary system products, said on March 6 that it planned to seek the consent of holders of at least a majority in principal amount of its 11.5% notes to certain amendments in the notes' indenture and waivers to certain indenture provisions.

Grohe said In a 6-K form filed with the Securities and Exchange Commission that the consent solicitation would expire at 5 p.m. central European time on March 19 (this deadline was subsequently extended). Grohe said it would offer holders consenting by the deadline a consent payment of €60 per €1,000 principal amount of notes.

It said that the proposed indenture changes and waivers, if approved by the notes' holders of record (as of March 6) would permit the company to repay a portion of its shareholder loans; would permit certain Grohe subsidiaries to secure a greater a greater amount of indebtedness than currently exists, in connection with a contemplated refinancing of their senior secured credit facility; and would permit certain company subsidiaries to incur a greater amount of debt senior to the notes than currently exists, in connection with the refinancing.

Additionally, the proposed indenture changes and waivers would clarify that Grohe may form a supervisory board with an equal number of shareholder and employee representatives, which will constitute a Shareholder-elected board as defined in the Indenture, without triggering a change-of- control under the Indenture.

On March 21, Grohe said that it had made what it termed its "final increase" to the consent payment it was offering the noteholders, raising it to €72.5 per €1,000 principal amount of notes tendered (up from the previously announced €60 per €1,000 principal amount).

It also announced what it termed the "final extension" of the consent solicitation, to 5 p.m. central European time on March 27, from the previous March 19 deadline. It said that all consents given previously would remain valid and be subject to the increased consent payment, unless properly revoked. All other previously announced terms of the consent solicitation remained unchanged.

New Millennium Homes again extends exchange offer for zero-coupon '04 notes

New Millennium Homes LLC said Tuesday (March 25) that it had again extended its previously announced offer to exchange newly issued zero-coupon notes for a like amount of outstanding zero-coupon notes due 2004, and the related consent solicitation.

The company said that the exchange offer was extended from the prior deadline of 5 p.m. ET on March 24 to 5 P.M. ET on March 31, subject to possible further extension.

As of the previous deadline, $112.494 million principal amount of the 2004 notes or 98.6% of the outstanding amount, had been properly tendered to exchange agent (up from the previously announced $100.154 million/88%). Of that amount, $3.6 million principal amount (down from $13.062 million previously) had been tendered pursuant to procedures for guaranteed delivery , but had not been physically delivered to the exchange agent.

U.S. Bank NA in St. Paul, Minn. (call 800 934-6802) is the exchange agent for the transaction.

AS PREVIOUSLY ANNOUNCED: New Millennium, a Calabasas, Calif.-based homebuilder, said on Jan. 31 that it was planning an offer to exchange up to $114.051 million principal amount of newly issued zero-coupon notes due 2007 for a like amount of the outstanding 2004 notes.

New Millennium, said in a Form T-3 filed with the Securities and Exchange Commission that in addition to the exchange offer, it planned to solicit the consent of the holders of the existing notes to certain amendments to the notes' indenture, as well as to the termination of the related pledge agreement between the company and U.S. Bank Trust National Association, as the secured party, and the release of the capital stock of New Millennium's two subsidiaries currently pledged as collateral under the pledge agreement.

New Millennium did not initially outline a timetable for the planned exchange offer.

The company said that U.S. Bank Corporate Trust would be the exchange agent for the transaction.

On Feb. 7, New Millennium officially announced the start of the previously mentioned exchange offer in an amended T-3 filing with the SEC. It initially set 5 p.m. ET on March 10 as the expiration deadline for the offer (this was subsequently extended).

It said it would solicit the consent of the noteholders to indenture changes aimed at eliminating substantially all of the restrictive covenants and certain of the event-of-default provisions, and modifying or eliminating other provisions (including those requiring the pledge of the equity securities of New Millennium's subsidiaries).

The company said that in order for the indenture changes to become effective, it would require the consent of the holders of at least a majority of the outstanding notes.

New Millennium said it had been advised by the holders of approximately 60% of both the aggregate principal amount of the existing notes and the outstanding Series A Participating Perpetual Preferred Shares held by the holders of the notes that they intend to support the exchange offer and will tender their notes for exchange under the terms of the offer.

On March 11, New Millennium announced extension of its exchange offer to 5 P.M. ET on March 24, (this was subsequently extended again), from the original Mar 10 deadline. As of that initial deadline, $100.154 million principal amount of the 2004 notes had been properly tendered to exchange agent representing approximately 88% of outstanding notes. Of that amount, $13.062 million principal amount of the notes had been tendered under procedures for guaranteed delivery but had not been physically delivered to the exchange agent.

Netia completes redemption of 10% '08 notes

Netia Holdings S.A. said on Tuesday (March 25) that it had completed its previously announced redemption of its outstanding 10% senior secured notes due 2008 before their maturity.

The company said that the redemption of 49,837 outstanding notes in an aggregate principal amount of €49.8 million took place as scheduled on March 24 without extension. Upon the redemption of the notes, Netia does not have any substantial long-term liabilities under any notes.

AS PREVIOUSLY ANNOUNCED: Netia, a Warsaw-based "alternative" provider of fixed-line telecommunications services in Poland, said on Feb. 21 that its Dutch finance subsidiary, Netia Holdings BV, would exercise its right to redeem its outstanding 10% notes before their maturity, and had issued a notice to that effect to the notes' holders.

Netia said it would redeem the notes on March 24, at a redemption price of 100% of par, plus unpaid and accrued interest up to the redemption date.

The company said that including the interest, each holder would 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 would therefore cease to accrue as of the redemption date.

Travelex unit purchased some 10 ½% '10 notes

Travelex plc said on Tuesday (March 25) that one of its subsidiaries had purchased an additional £7.2 million of its 10½% senior notes due 2010 under a previously announced repurchase plan, bringing the total holding of that subsidiary to £22 million.

Travelex, a London-based international foreign exchange specialist, said that it will not present the notes for cancellation to their trustee, as they will be held by the subsidiary for investment purposes. Following the purchase, £75 million principal amount of the notes remain outstanding.

Travelex said it is not committed to purchase any amount of the senior notes, and further declared that it could give no assurance that it will actually purchase any additional notes.

Sherritt Power 12 1/8% '07 noteholders OK amalgamation

Sherritt International Corp. said on Tuesday (March 25) that holders of the 12 1/8% senior unsecured amortizing notes due 2007 issued by its Sherritt Power Corp. subsidiary overwhelmingly approved Sherritt Power's amalgamation into a wholly-owned subsidiary of Sherritt International, with approximately 94% of the votes cast at a special noteholders' meeting held Tuesday in Toronto in favor of the plan.

The noteholders will receive 12.7% of the value of their existing notes, or $102 per $802 principal amount ($1,000 face amount) in cash, and the remaining 87.3% of the existing notes' value ($700 per $802 principal amount) in new Sherritt International 9 7/8% senior unsecured debentures due 2010.

Earlier Tuesday, Sherritt International announced that it was enhancing its offer to the noteholders by raising the coupon on the new debentures to 9 7/8% from 9½% previously, which itself represented an increase from the 9% coupon for the new debentures which the company had originally proposed.

Sherritt Power noteholders can expect to receive their $102 per $802 principal amount cash payment for their notes on the effective date of the amalgamation. The noteholders will also receive $48.62 interest per $802 principal amount on March 31, as their regularly scheduled semi-annual interest payment on the Sherritt Power notes. The first scheduled interest payment on the new Sherritt International 9 7/8% debentures will be on Sept. 30.

Sherritt International is obligated to seek a credit rating from certain designated rating agencies for the new debentures by Dec. 31; failure to do so will result in a one-time 2% fee being paid to the noteholders.

Sherritt International concurrently announced that at a separate meeting in Toronto for the company's common shareholders, over 99% of votes were cast in favor of the amalgamation plan. Shareholders will receive 1.45 restricted voting shares of Sherritt International for each common share of Sherritt Power owned.

The effective date of the amalgamation is expected to be March 27.

AS PREVIOUSLY REPORTED: Sherritt International, the Toronto-based corporate parent of Sherritt Power, which designs, constructs and operates power- generating facilities, said on Jan. 22 that it had made a non-binding proposal to Sherritt Power to address Sherritt Power's concerns regarding its inability to meets its obligations under its 12 1/8% notes - principal and interest payments due on March 31, as well as Sherritt Power's potential need for additional funds for gas related infrastructure and additional power capacity (Sherritt Power had indicated in its third quarter 2002 financial report that it had been evaluating various alternatives in order to be able to meet the scheduled $45 million repayment obligation on the due on March 31).

Sherritt International initially said that the transaction which it was proposing would provide Sherritt Power noteholders (other than Sherritt International itself, which held $60.2 million, or 33.3%, of the $180.5 principal amount of the outstanding Sherritt Power notes) approximately 12.7% of the principal value of the notes in cash and 87.3% of the principal value of the notes in the form of 9% Sherritt International unsecured debentures due 2010. Sherritt International also said that it planned to offer Sherritt Power's common shareholders, other than itself (holder of 49.7 % of the 8 million outstanding common shares) 1.25 restricted voting shares of Sherritt International for each common share of Sherritt Power they hold.

Sherritt International said that Sherritt Power's noteholders would benefit "from having the support for their investment coming by way of a much larger, well capitalized and growing Canadian public company with over $2 billion in assets," while the shareholders could also "expect to benefit from the substantial growth projected in the diversified businesses of Sherritt International." It said that both noteholders and shareholders would be compensated "at a premium to historical trading prices of their securities as well as continuing participation in the benefits of combining the complementary businesses of Sherritt Power and Sherritt International. Sherritt Power."

After about a month of negotiations with its parent, Sherritt Power said on Feb. 20 that it was recommending that its noteholders and shareholders accept the Sherritt International proposal, some of the terms of which had been enhanced from International's original offer. Sherritt International increased the coupon on the new 2010 debentures it would give the noteholders, to 9 ½% from the original 9%, although the ratio of cash payment to new debt (12.7% to 87.3%) would be unchanged (the coupon was subsequently increased once again). It also raised the amount of its own restricted voting shares which it would offer the Sherritt Power stockholders to 1.45 shares for each Sherritt Power share, from the original 1.25 shares. Sherritt Power said that it would convene meetings of its common shareholders and noteholders to vote on the plan before March 31.

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