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Published on 4/9/2014 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Florida East Coast begins any and all tender offer for two note series

By Toni Weeks

San Luis Obispo, Calif., April 9 - Florida East Coast Holdings Corp. began a cash tender offer for any and all of its outstanding $170,408,072 of 10½%/11¼% senior PIK toggle notes due 2017. In addition, Florida East Coast Railway began a cash tender offer for any and all of its $475 million of outstanding 8 1/8% senior secured notes due 2017.

The purchase price for the PIK toggle notes will be $1,033.61 per $1,000 principal amount, which includes an early tender payment of $30.00 for notes tendered by the early tender date.

For the 8 1/8% notes, the purchase price will be $1,046.72 per $1,000 principal amount, which includes an early tender payment of $30.00 for notes tendered by the early tender date.

Tendered notes may be withdrawn by the early tender date, which is 5 p.m. ET on April 22 for both note series.

Both offers will expire at midnight ET on May 6. Settlement for the early tendered notes is expected to be April 23, with final settlement of notes tendered after the early tender date but before the expiration date to occur May 7.

The tender offers are subject to the satisfaction of some conditions, including the completion of a sale of new senior secured notes and senior unsecured notes by Florida East Coast Holdings and Florida East Coast Industries, LLC. A roadshow began on April 9 for the $1.1 billion two-part note offering, with pricing set for April 14. The tender offers are not conditioned on the tender of a minimum principal amount of notes, and no consents are being solicited in connection with the offers.

The company said it plans to call for redemption all outstanding notes that were not tendered in the offer.

Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) is the dealer manager. D.F. King & Co., Inc. (800 431-9643 or 212 269-5550) is the tender agent and information agent.

Jacksonville, Fla.-based Florida East Coast Railway is the provider of a 351-mile freight rail system located along the east coast of Florida.


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