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Published on 11/15/2006 in the Prospect News High Yield Daily.

Mosaic subsidiaries set pricing in tender offers for debentures, notes

By Jennifer Chiou

New York, Nov. 15 - The Mosaic Co. announced its subsidiaries set pricing in Mosaic Global Holdings Inc.'s tender and consent solicitation for all of its 6 7/8% debentures due 2007, 10 7/8% senior notes due 2008, 11¼% senior notes due 2011 and 10 7/8% senior notes due 2013 as well as Phosphate Acquisition Partners LP's offer for all of its 7% senior notes due 2008.

For each $1,000 principal amount of 6 7/8% debentures, the payout is $1,007.93, including a consent payment of $30.00.

For each $1,000 principal amount of 10 7/8% notes due 2008, the payout is $1,079.23, which includes a consent payment of $30.00.

For each $1,000 principal amount of 11¼% notes, the company will pay $1,058.75, which includes a consent payment of $2.50.

For each $1,000 principal amount of 10 7/8% notes due 2013, the company will pay $1,138.33, including a consent payment of $30.00.

For each $1,000 principal amount of the 7% notes, the payout is $1,020.66, also including a consent payment of $30.00.

There is $150 million principal amount outstanding of the 6 7/8% debentures, $394.9 million of the 10 7/8% notes due 2008, $403.5 million the 11¼% notes, $399.6 million of the 10 7/8% notes and $150 million of the 7% notes.

The total consideration for each $1,000 principal amount of 6 7/8% debentures, 10 7/8% notes due 2008, 10 7/8% notes due 2013 and 7% notes tendered by the consent deadline was based on the present value to the maturity date - or, for the notes due 2013, the earliest redemption date - of the notes, equal to the yield of a reference security on a pricing date plus a fixed spread, minus accrued interest to the payment date.

The reference securities were: the 3 7/8% U.S. Treasury due July 31, 2007 for the 6 7/8% notes; the 4 7/8% U.S. Treasury due May 31, 2008 for the 10 7/8% notes due 2008; the 3¼% U.S. Treasury due Aug. 15, 2008 for the 10 7/8% notes due 2013; and the 3% U.S. Treasury due Feb. 15, 2008 for the 7% notes.

The fixed spreads were 30 basis points for the 7% notes and 50 bps for the debentures and two series of 10 7/8% notes.

Pricing was set at 2 p.m. ET on Nov. 14.

The offers expire at midnight ET on Nov. 29. They began on Oct. 31.

Tenders may not be withdrawn after the consent deadline.

The companies expect to finance the offers with proceeds of a combination of new loans under Mosaic's amended and restated credit facilities and proceeds from offerings of new senior notes.

As part of the financing transactions, Mosaic will refinance outstanding borrowings under its existing term loan B facility.

Settlement of the tender offers depends on the receipt of sufficient financing.

J.P. Morgan Securities Inc. (collect 212 270-3994) is the dealer manager and solicitation agent. MacKenzie Partners, Inc. (800 322-2885) is the information agent and depositary.

Based in Plymouth, Minn., Mosaic produces phosphates, potash, nitrogen fertilizers and feed ingredients.


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