Ipalco Enterprises tenders for 8 3/8% notes

By Jennifer Chiou

New York, April 1 - Ipalco Enterprises, Inc. announced the start of a tender offer to purchase for cash any and all of its 8 3/8% senior secured notes due 2008.

At issue, the notes' original coupon was 7 3/8%.

The offer ends at midnight ET on April 28.

The company is also soliciting consents to amend the note indenture to eliminate substantially all the covenants and certain events of default and to eliminate or modify certain other provisions.

Those who tender by the early deadline at 5 p.m. ET on April 14 will receive the total consideration, which includes a consent payment equal to $30.00 per $1,000 principal amount of notes.

Ipalco Enterprises said that it will determine pricing using a fixed spread of 50 basis points over the bid-side yield on the 4 7/8% Treasury due Oct. 31, 2008. The company will also pay accrued interest to the settlement date.

Pricing will be set at 2 p.m. ET on April 14.

The tender is conditioned on the issue of new senior debt securities in an amount sufficient, together with cash on hand, to pay for all tendered notes, the receipt of consents from holders of a majority of the notes, as well as other customary conditions.

Global Bondholder Services Corp. (866 470-4500) is the information agent. The dealer manager is Merrill Lynch & Co. (888 654-8637 or call collect 212 449-4914).

Based in Indianapolis, Ipalco Enterprises is a holding company that, through its principal subsidiary Indianapolis Power & Light Co., a regulated electric utility, engages primarily in generating, transmitting, distributing and selling electric energy.

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