Philippines' International Container announces results of exchange offer for 7 3/8% notes

By Marisa Wong

Madison, Wis., Sept. 12 - International Container Terminal Services, Inc. announced on Thursday the results of the offer to exchange its $450 million of 7 3/8% notes due 2020 for new notes issued by subsidiary ICTSI Treasury BV and the related consent solicitation to amend the 7 3/8% notes.

As of 11 a.m. ET on Aug. 30, the early deadline, holders had tendered $178,885,000 of the 7 3/8% notes for exchange at an early exchange price of $1,160 per $1,000 principal amount of notes.

No additional notes were tendered between the early deadline and the expiration of the offer at 11 a.m. ET on Sept. 6.

Holders tendering after the early deadline and before the expiration would have exchanged their notes at a price of $1,147.50 per $1,000 principal amount.

The company said it accepted for exchange $178,885,000 of the 7 3/8% notes. They will be exchanged for $207,502,000 of new 5 7/8% senior notes due 2025 to be issued under ICTSI Treasury's $1 billion medium-term note program.

The 5 7/8% notes will be issued on or around Sept. 17. On the settlement date, the company will also pay a cash rounding amount to noteholders whose notes were accepted for exchange.

Consent solicitation

As announced, International Container sought noteholders' approval of proposals to amend the terms and conditions of the 7 3/8% notes.

Holders of the $178,885,000 7 3/8% notes accepted for exchange were considered to have voted in favor of the proposals.

The company said that holders of a total of $183,295,000 of the 7 3/8% notes had submitted voting instructions prior to the early deadline of the exchange offer. Holders of another $200,000 of the notes submitted voting instructions after the early deadline but before the expiration of the offer.

A noteholder meeting was held on Sept. 10 to consider the proposed changes. The extraordinary resolution to amend the notes was passed and will take effect on Sept. 17.

The company will pay a consent fee to holders who voted in favor of the amendments.

Citigroup Global Markets Ltd. (+44 20 7986 8969) and Credit Suisse Securities (Europe) Ltd. (+44 20 7883 8763) were the dealer managers and solicitation agents. Citibank NA (+44 20 7508 3867) was the exchange and information agent.

The Manila, Philippines-based port operator began the exchange offer and consent solicitation on Aug. 15.

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