ISG Resources extends tender for 10% '08 notes

ISG Resources, Inc (Caa1/CCC) said on Thursday (Aug. 22) that it had extended its previously announced tender offer and related consent solicitation for its outstanding 10% senior subordinated notes due 2008. The tender offer was extended to 12 midnight ET on Sept. 6, subject to possible further extension, from the original Aug. 21 deadline. Having already received sufficient tenders and consents from its noteholders to amend the notes' indenture, as previously announced, ISG on Wednesday (Aug. 21) entered into a supplemental indenture incorporating the proposed amendments, which will become effective when ISG accepts the tendered notes for payment.

AS PREVIOUSLY ANNOUNCED: ISG Resources, a Salt Lake City, Utah-based provider of coal combustion products management and marketing services to the electric power industry, said on July 25 that it had begun a cash tender offer for its $100 million of outstanding 10% notes, as well as a related consent solicitation. It said the tender offer would expire at 12 midnight ET on Aug. 21, while the consent solicitation would expire at 5 p.m. ET on Aug. 7, with both deadlines subject to possible extension. The total consideration to be paid for each validly tendered note (which includes a $10 per $1,000 principal amount of notes tendered consent payment, where applicable), will be equal to 101% of par (i.e., $1,010 per $1,000 principal amount), plus accrued and unpaid interest on the notes up to, but not including, the date of payment.

Only those holders tendering their notes prior to the consent deadline (thus granting their consent to the proposed indenture changes) would be eligible to receive the consent payment. The indenture amendments would, among other things, eliminate substantially all of the indenture's restrictive covenants and would amend other provisions contained in the Indenture. ISG said that adoption of the amendments would require the consent of the holders of at least a majority of the principal amount of the outstanding notes. Holders tendering their notes would be required to consent to the proposed amendments and holders could not deliver consents to the proposed amendments without tendering their notes in the tender offer. Holders tendering their notes after the consent deadline, though before the expiration deadline, will receive the total consideration less the $10 per $1,000 principal amount consent payment.

ISG said that its corporate parent, Industrial Services Group, Inc, announced on July 15 that it had executed a definitive merger agreement, under which it would be acquired by Headwaters Inc., a developer of alternative fuel and energy related technologies, by means of a merger. ISG said the acquisition is subject to the receipt of required regulatory approvals and other customary conditions. The parties expect the acquisition to be completed on or about Aug. 22. The tender offer for the notes is conditioned upon, among other things, the now-fulfilled requirement of receipt of the consents to the indenture amendments, as well as the completion by Headwaters of its acquisition of Industrial Services Group. ISG further said that under terms of noteholder agreements between ISG Resources and certain institutional holders of the notes, the holders of approximately 61.7% of the outstanding principal amount of the notes agreed to tender their notes under the tender offer and deliver their consents to the proposed amendments prior to the consent deadline, subject to the satisfaction of all the conditions to those noteholder agreements. ISG said it therefore expected to receive the requisite consents prior to the consent date. Notes tendered and consents delivered before the consent deadline may not be withdrawn or revoked, respectively, after the consent deadline.

On Aug. 8, ISG said that it had received sufficient tenders and consents to amend the 10% notes' indenture by the consent solicitation deadline of 5 p.m. ET on Aug. 7, when the solicitation expired as scheduled without extension. As of that deadline, holders of approximately 99% of the outstanding notes had tendered their notes and had consented to the proposed indenture changes. ISG said it planned to execute a supplemental indenture incorporating the newly approved amendments, but added that the amendments would not become effective unless and until the notes were accepted for payment by the company under terms of the tender offer and consent solicitation. ISG cautioned that once the amendments become effective, even holders of notes not tendered in the offer would be bound by them. Morgan Stanley & Co. Inc. (call 800 223-2440 ext. 2492) is acting as the dealer manager for the tender offer and the solicitation agent for the consent solicitation, while D. F. King & Co., Inc. (call 800 848-3402) is the information agent. The depositary for the tender offer is U.S. Bank NA.

InfoUSA buys back $2 million 9½% '08 notes

InfoUSA (B3) said on Thursday (Aug. 22) that it repurchased $2 million of its 9.5% notes due 2008, the second such repurchase that the company has made so far this year. It said that so far in 2002, it has repurchased a total of $4 million of the bonds. InfoUSA also said that has also made principal payments totaling $14.6 million so far this year on its senior credit facility. Since the facility was originated in July 1999, InfoUSA has made accumulated prepayments of $57.8 million on the facility.

AS PREVIOUSLY ANNOUNCED, InfoUSA, an Omaha, Neb.-based provider of proprietary business and consumer databases and sales and marketing solutions, said on June 21 that it had made a $5 million interest payment on the 9½% notes. It also said that it had bought back $2 million of the notes in April, bringing the amount of notes bought back since the bonds were issued in June, 1998 to $11 million, out of the $115 million of bonds that were originally outstanding. Since the bonds' issuance, InfoUSA said, it has made interest payments totaling $40.8 million. It attributed its ability to make the June interest payment and its previous payments in a timely manner to its continued strong cash flow, and added that subject to market conditions, it panned to retire additional bonds "throughout the year."

SteriCycle buys back $8.9 million 12 3/8% '09 notes

Stericycle, Inc. (B3/B) said on Thursday (Aug. 22) that it repurchased a total of $8.9 million of its outstanding 12 3/8% senior subordinated notes due 2009 in separate purchases on Aug. 16 and Aug. 21. Stericycle, a Lake Forest, Ill.-based provider of regulated medical waste management services, said that the notes were bought back at prevailing market prices in privately negotiated transactions with three note holders, two of which were investment funds associated with Bain Capital, LLC. Stericycle said that in connection with the note repurchases, it paid a premium of slightly over $1 million in addition to the principal amount of the notes. The company said that this premium would be recorded as a one-time interest expense during the quarter ending Sept. 30. Stericycle said that said that the remaining outstanding 12 3/8% notes (out of the $125 million originally issued in November, 1999) may not be called for redemption prior to Nov. 15, 2004. When the notes can be called, a premium is payable in connection with redemptions during the first three years in which the notes can be called for redemption. For redemptions during the first year, the premium is 6.2% of the principal amount redeemed.

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