Millicom closes exchange, $781 million notes tendered

New York, May 8 - Millicom International Cellular SA said it closed its exchange offer for its 13½% senior subordinated discount notes due 2006. By the expiration date of May 2, $781 million or 85% of the outstanding notes had been tendered, the Bertrange, Luxembourg company said.

In exchange, Millicom issued $562 million of 11% senior notes due 2006 and $64 million of 2% senior convertible PIK notes due 2006.

Millicom also paid holders of the old notes who consented to indenture amendments in the simultaneous consent solicitation a consent fee of $50 per $1,000 or a total of $38 million.

The new 2% convertibles convert into Millicom common stock at a price of $10.75 per share. Altogether, the $64 million of notes would convert into 5.93 million shares, 26.7% of the then issued and outstanding stock.

Completion of the exchange follows an amendment on April 16.

Under the previously announced amended terms, for each $1,000 principal amount of the existing notes holders will receive $720 of new 11% senior notes due 2006 and $81.7 of new 2% senior convertible PIK notes due 2006. Both will mature June 1, 2006.

Both series of notes are guaranteed by Millicom's subsidiary Millicom International Operations BV.

The exchange was originally announced on Jan. 21.

Under the original terms, the company said that holders of the existing notes who validly tender them for exchange will receive $600 of Millicom's newly issued 9% senior notes due 2005, plus $75 of Millicom's newly issued 4% senior convertible PIK (payment in kind) notes due 2005 per $1,000 of the existing notes.

The exchange offer was made in a private offering only to U.S. holders of the existing notes who could be considered either "qualified institutional buyers" or "accredited investors" or to holders who are not "U.S. persons," as all of these terms are defined by the Securities Act of 1933.

J. Crew completes exchange

New York, May 8 - J. Crew Group, Inc. said Thursday that it completed its exchange offer and consent solicitation for its 13 1/8% senior discount debentures due 2008 on May 6.

The New York-based retailer said its new wholly owned subsidiary through J. Crew Intermediate LLC issued $193.346 million principal amount at maturity of 16.0% senior discount contingent principal notes due 2008 in exchange for $120.333 million principal amount of the existing 13 1/8% senior discount notes.

The new notes were issued at a "substantial discount," J. Crew said, adding that cash interest will not accrue until Nov. 15, 2005.

On each May 15 from May 15, 2004 to May 15, 2008 the accreted value or principal amount at maturity, as applicable, of the new notes will be increased by 10% of EBITDA in excess of $50 million if the company achieves consolidated EBITDA of more than $50.0 million in the immediately preceding fiscal year.

The new notes were issued under an exemption from the registration requirements of the Securities Act of 1933, as amended, and may not be resold without registration under the act or under an exemption. J. Crew has agreed to exchange the notes for registered securities within 210 days of May 6.

J. Crew said it also received valid consents from sufficient holders of the existing debentures to amendment the indenture.

On May 6, the company paid accrued interest on the existing debentures that were not tendered in the exchange offer, together with interest on the interest at a rate of 13 1/8% from April 15.

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