Inland Real Estate plans exchange, tender offers for 4.625% notes

By Angela McDaniels

Tacoma, Wash., May 24 - Inland Real Estate Corp. plans to offer new convertible senior notes due 2029 and cash for its $125 million of 4.625% convertible senior notes due 2026, according to an S-4 filing with the Securities and Exchange Commission.

Noteholders who participate in the offer will be able to choose:

• $1,000 principal amount of new notes for each $1,000 principal amount of old notes exchanged;

• Par in cash, up to a maximum of $15 million. If the number of notes tendered exceeds this amount, the notes will be accepted for the cash option on a pro rata basis; or

• A combination of notes and cash, subject to the cash payment limit.

Holders will also receive accrued interest up to but excluding the settlement date.

The company will also solicit consents from the noteholders to a proposed amendment to the default provisions contained in the indenture to increase the threshold for accelerating debt upon a default on any other debt to $100 million from $20 million.

Any holder who tenders and whose notes are accepted will be deemed to have delivered a valid consent to the amendment. The amendment will become effective only if consents are received from holders of a majority of the notes.

The new notes will be callable beginning Nov. 21, 2014 and putable on Nov. 15, 2014, Nov. 15, 2016, Nov. 15, 2019 and Nov. 15, 2024.

In comparison, the existing notes are callable beginning Nov. 21, 2011 and putable on Nov. 15, 2011, Nov. 15, 2013, Nov. 15, 2016 and Nov. 15, 2021.

The company plans to fund the cash payment with cash on hand or with funds drawn under its credit facility.

Macquarie Capital (USA) Inc. (212 231-6594) will be the dealer manager, and Global Bondholder Services Corp. (212 430-3774 or 866 387-1500) will be the exchange agent and information agent.

Inland Real Estate is a real estate investment trust with a focus on open-air neighborhood, community, power and lifestyle shopping centers and single-tenant retail properties located primarily in upper Midwest markets.

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