Altegrity completes private exchange offers for three series of notes

By Jennifer Chiou

New York, July 3 – Altegrity, Inc. announced the end of its private offers to exchange its $210 million of outstanding 12% senior notes due 2015, $290 million of 10½% senior notes due 2015 and $150 million of 11¾% senior subordinated notes due 2016.

The exchange offers ended at 5 p.m. ET on June 30.

Overall, the company received tenders for $198.75 million, or 94.64%, of the 12% notes, $279.1 million, or 96.24%, of the 10½% notes and $120,764,000 principal amount, or 80.51%, of the 11¾% notes.

According to a news release, Altegrity issued $200,099,993 aggregate principal amount of senior second-lien secured 12% cash pay and 2% pay-in-kind notes due 2020; $280,407,991 of second-lien secured 10½% cash pay and 2½ PIK notes due 2020; and $60,764,016 principal amount of senior third-lien secured 15% pay-in-kind notes due 2021 in exchange for the tendered notes.

As reported, the total purchase price for each $1,000 principal amount of notes tendered by the early tender date was as follows:

• For the 12% notes, $120 cash and $880 principal amount of Altegrity's senior second-lien secured 12% cash pay and 2% pay-in-kind notes due 2020;

• For the 10½% notes, $120 cash and $880 principal amount of Altegrity's senior second-lien secured 10½% cash pay and 2½ PIK notes due 2020; and

• For the 11¾% notes, $167 principal amount of Altegrity's senior second-lien secured 12% cash pay and 2% PIK notes due 2020, $233 principal amount of Altegrity's senior second-lien secured 10½% cash pay and 2½ PIK notes due 2020 and $600 principal amount of Altegrity's senior third-lien secured 15% PIK notes due 2021.

The total amount included an early tender payment per $1,000 principal amount of $30.00 cash for the 12% notes; $30.00 cash for the 10½% notes; and $15 new series 1 notes and $15 new series 2 notes for the 11¾% notes.

The company also paid accrued interest to but excluding the settlement date.

At the beginning of the offer, holders of about $399 million, or 80%, of the outstanding principal amount of 12% notes and 10½% notes, and $116.7 million, or 78%, of the outstanding principal amount of 11¾% notes agreed to tender their notes in the exchange offers, according to a company press release.

Altegrity also solicited consents to amend the note indentures to eliminate substantially all of the restrictive covenants and default provisions.

Holders tendering notes had to deliver consents to the proposed amendments.

The company had to secure the consents from holders of at least a majority of the notes to approve the proposed amendments.

The exchange offers were conditioned on obtaining the needed consents to approve the amendments.

The offers were also conditioned upon the receipt of proceeds from one or more debt or equity financings with enough proceeds to fund the offers.

D.F. King & Co., Inc. (800 549-6746, 212 269-5550 banks and brokers or email altegrity@dfking.com) was the information agent.

Altegrity is a Falls Church, Va.-based risk and information services company. It began the offer on May 22.

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