Riverwood extends and amends 10 7/8% '08 and 10 5/8% '07 note tender offers

Riverwood International Corp. (B2/B) said on Tuesday (July 30) that it had extended its previously announced tender offers for its outstanding 10 7/8% senior subordinated notes due 2008 and its 10 5/8% senior notes due 2007 to 5 p.m. ET on Sept. 6, subject to possible further extension, from the previous Aug. 2 deadline.

Riverwood also amended the terms of the tender offers to permit the noteholders to withdraw their notes at any time prior to the applicable tender offer expiration date, as well as to provide that Riverwood will pay the applicable tender offer consideration, plus the consent payment (equal to $2.50 per $1,000 principal amount of notes tendered) to all holders who tender their notes on or before the applicable tender offer expiration date. Prior to that amendment of terms, the consent payment was payable only to holders who had tendered their notes on or before the now-passed June 28 consent expiration date, and withdrawal rights had expired on June 28. A holder who withdraws its notes and who does not re-tender such notes on or before the applicable tender offer expiration date will not receive the applicable tender offer consideration or consent payment, Riverwood said. The company added that the tender offers were being extended and amended due to current equity market conditions affecting the timing of the proposed initial public offering of common stock by Riverwood Holding and further said that Riverwood Holding "continues to work towards the completion of its proposed initial public offering and related financing transactions, subject to market conditions."

Riverwood said that as of the close of business on July 29, it had received tenders of approximately $306 million of the $400 million outstanding principal amount of the 10 7/8% notes, unchanged from the amount which had been tendered by 5 p.m. ET on July 11, the last comparable figure available, which was announced on July 12. As of July 29, the company had also received tenders of approximately $201 million of the $250 million outstanding principal amount of the 10 5/8% notes issued in July 1997, up slightly from $200.6 million as reported on July 12, and it had received approximately $206 million of the $250 million outstanding principal amount of the 10 5/8% notes issued in June, 2001, down marginally from the $206.2 million announced on July 12.

AS PREVIOUSLY ANNOUNCED, Riverwood Holding, an Atlanta Ga.-based paperboard maker and the corporate parent of Riverwood International Corp., filed a registration statement with the Securities and Exchange Commission on May 3 for an initial public offering of $350 million of its common stock, and said it would also take out an additional term loan under its credit agreement and sell senior notes. Riverwood said the proceeds of the stock, bank loan and note sales would be used to repay its outstanding senior notes and senior subordinated notes and part of the borrowings on its revolving credit facility. Riverwood did not at that time disclose the size of the new term loan or the note offering, although the registration statement disclosed that the outstanding notes which it plans to redeem have a total principal amount of $900 million, consisting of $400 million 10 7/8% senior subordinated notes due 2008 and $500 million 10 5/8% senior notes due 2007. Riverwood also had $250 million of 10¼% senior notes due 2006 outstanding, which were to be redeemed on May 23, using the proceeds of a new $250 million term B loan drawn on April 23, along with $12 million drawn on the existing revolving credit facility (the new money borrowed totaled more than $250 million because of fees, costs and expenses). Riverwood did not disclose underwriters for the prospective note offering or the banks for the new loan. On May 30, Riverwood said that it had begun cash tender offers for all of its outstanding 10 7/8% and 10 5/8% notes (the latter consists of two separate tranches, one issued in July 1997 and the other in June 2001). The company also began soliciting noteholder consents to proposed amendments to the notes' indentures, which would eliminate substantially all of the restrictive covenants, certain repurchase rights and certain events of default and related provisions contained in such indenture. The company initially set 5 p.m. ET on June 14 as the consent solicitation deadline IF Riverwood has made a public announcement at least one day prior to that date that it has received the requisite consents for each such issue of notes; otherwise, the consent solicitation expiration would be on the first date after June 14 on which Riverwood will have received such consents the day before and will have made a public announcement regarding such receipt. It also set 12 midnight ET on June 26 as the tender offer expiration; the consent and expiration deadlines were subsequently extended. Riverwood set the tender offer consideration for validly tendered 2007 senior notes at $1,053.13 per $1,000 principal amount of the notes, and set it at $1,040.78 per $1,000 principal amount for the 2008 senior subordinated notes, with all holders also eligible to receive accrued and unpaid interest up to - but not including - the payment date for the notes. It said that noteholders who validly consent to the proposed amendments on or before the consent expiration deadline would be entitled to a consent payment in the amount of $2.50 per $1,000 principal amount. Holders tendering their notes on or before the consent expiration date are obligated to consent to the related proposed amendments, while holders consenting to the amendments are required to tender their notes in the related offer and may not revoke their consent without withdrawing the tendered notes. Holders tendering their notes after the applicable consent expiration date will not be entitled to receive the consent payment. Tendered notes may be withdrawn and related consents may be revoked at any time on or prior to the consent expiration date for the related offer, but not after that. Riverwood said that it is making a separate offer each issue of notes, and no offer is conditioned on the consummation of any other offer. Completion of each offer is subject to certain conditions, including (1) the consummation of the proposed initial public offering of common stock by Riverwood's corporate parent, Riverwood Holding Inc., and the consummation of certain other anticipated financing transactions, in each case on terms satisfactory to Riverwood, and (2) the receipt of the requisite consents to the proposed indenture amendments and the execution of the related supplemental indentures. On June 12, Riverwood said that it had extended the expiration and consent deadlines on the tender offers, as well as the related consent solicitations. The deadlines for the respective tender offers for the notes were extended to 5 p.m. ET on July 12, subject to possible further extension, from the originally announced deadline of 12 midnight ET on June 26. On June 27, Riverwood said that it had received the requisite amount of noteholder consents to the proposed indenture changes from the holders of its outstanding 10 7/8% senior subordinated notes due 2008 and its 10 5/8% senior notes due 2007 as of the close of business on Wednesday (June 26), as part of its previously announced tender offers for the notes. As of that deadline, Riverwood had received tenders of approximately $225.7 million of the $400 million outstanding principal amount of the 10 7/8% notes; it had received tenders of approximately $162.1 million of the $250 million outstanding principal amount of the 10 5/8% notes issued in July,1997, and and approximately $128.6 million of the $250 million outstanding principal amount of the 10 5/8% notes issued in June,2001. Riverwood said that under the terms of the consent solicitations, each consent solicitation would thus formally expire at 5 p.m. ET on June 28, and that each holder validly consenting to the proposed amendments by that time would be eligible to receive a consent payment as part of the total compensation, as previously outlined. Riverwood said that along with the trustee under each indenture, it intended to execute a supplemental indenture incorporating the indenture changes promptly after the applicable consent expiration date. Each consent solicitation was meanwhile extended to 5 P.M. ET on June 28, subject to possible further extension, from 5 p.m. ET on June 14. On July 12, Riverwood again extended the tender offers to 5 p.m. ET on Aug. 2, from the previous July 12 deadline, and gave updated information on the amount of each series of bonds which had been tendered by their holders.

Deutsche Bank Securities Inc. (call 212 469-7772) and J.P. Morgan Securities Inc. (call

800 831-2035) are the dealer managers for the tender offers and solicitation agents for the consent solicitations. MacKenzie Partners, Inc. (call 800 322-2885) is the information agent and State Street Bank and Trust Co. is the depositary in connection with the offers and solicitations.

Ispat again extends swap offer for Imexsa 10 1/8% '03 certificates

Ispat International NV (B3/B+) said on Monday (July 29) that its Mexican operating subsidiary, Ispat Mexicana, SA de CV - commonly known as Imexsa (D) - has once again extended its previously announced exchange offer for all of the outstanding 10 1/8% Senior Structured Export Certificates due 2003 of its Imexsa Export Trust No. 96-1. The offer was extended to 5 p.m. ET on Aug. 23, subject to possible further extension, from the previous July 29 deadline. The company said the exchange offer was being extended to allow for additional time to complete documentation required under the agreed upon terms of the exchange.

AS PREVIOUSLY ANNOUNCED, Ispat International, an international steel producer based in Rotterdam, the Netherlands, said on Jan. 25 that Imexsa, its Mexican operating subsidiary, had begun an exchange offer for all the outstanding 10 1/8% certificates issued by Imexsa Export Trust No. 96-1. The exchange offer was originally slated to expire at 5:00 p.m. ET, on Feb. 22, although this deadline was subsequently extended several times. Under the original terms of the exchange offer, Imexsa offered to exchange its 10 1/8% senior notes due 2008 for the Imexsa export certificates (this was subsequently amended to change the notes being offered to new Imexsa Export Trust No. 96-1 10 5/8% Senior Structured Export Certificates due 2005), which would be fully and unconditionally guaranteed by Ispat on a senior unsecured basis. Ispat said the exchange offer is conditioned upon the holders of at least 95% of the Imexsa senior certificates having validly tendered them and not withdrawn them prior to the expiration date and upon the other terms and conditions set forth in Imexsa's official Offering Memorandum and Consent Solicitation Statement dated January 24 (the threshold was subsequently raised slightly to 96%). Ispat further said that Imexsa was soliciting consents from holders of the senior certificates to amend the agreements governing them. Holders tendering their senior certificates in the exchange offer would also have to deliver consents, which could not be withdrawn after the earlier of either a) the expiration date, or b) whenever the requisite consents required to amend the agreements governing the senior certificates are received. On May 15, Ispat said that the exchange offer had been extended to 5 p.m. ET on May 31 from the previous expiration deadline of 5 p.m. ET on May 15.

On June 3, Ispat said that Imexsa had again extended the exchange offer to 5 p.m. ET on June 21, subject to possible further extension, from the previous May 31 expiration date. Ispat said that the exchange offer was extended following an agreement in principle on the final terms of exchange reached with a group of holders representing over 75% of the outstanding certificates. Under the agreed upon terms of the exchange offer, Imexsa would offer to exchange new 10 5/8% Senior Structured Export Certificates due 2005 to be issued by Imexsa Export Trust No. 96-1 for the validly tendered existing certificates which are accepted for exchange (this in place of the 10 1/8% senior notes due 2008 which the company initially offered to the certificate holders). The new certificates would be fully and unconditionally guaranteed by Ispat and certain of the subsidiaries of Imexsa on a senior unsecured basis. The new certificates would also be secured on a pro-rata basis with Imexsa's bank loans by liens on certain of the company's assets and by a pledge of the stock of Imexsa and Grupo Ispat International SA de CV. The amended exchange offer would be conditioned upon the holders of not less than 95% of the outstanding existing certificates having validly tendered their certificates and not withdrawn them prior to the expiration date (subsequently raised to 96%) and upon the other terms and conditions outlined in Imexsa's official Offering Memorandum and Consent Solicitation Statement; the company said a supplement to the original Offering Memorandum would be distributed to senior certificate holders containing the amended terms of the exchange offer. The terms of the related previously announced consent solicitation were unchanged. Ispat further said that Imexsa had also reached an agreement in principle with all of its bank lenders on the proposed terms of a restructuring of its bank loans. In connection with the bank debt restructuring and the amended exchange offer, Imexsa's shareholders agreed to provide a $20 million loan for working capital purposes.

On June 20, Ispat said that Imexsa had issued the supplemental offering memorandum, letter of transmittal and other ancillary documents amending and supplementing the exchange offer, as previously outlined. It said that the group of bondholders with whom the company had agreed on the amended terms for the offer indicated that it currently intends to participate in the amended exchange offer, which was also been extended to 5 p.m. ET on June 28, (this deadline was subsequently extended again, first to July 12 and then to July 29 ). It said the amended exchange offer would be conditioned upon the holders of not less than 96% of the outstanding principal amount of senior certificates (up from 95% previously) having validly tendered and not withdrawn them by the extended expiration deadline, and upon the other terms and conditions set forth in the supplemental documents.

On July 12, Ispat said that the exchange offer had been extended to 5 p.m. ET on July 29, subject to possible further extension, from the previous July 12 deadline.

Dresdner Kleinwort Wasserstein (call 212 969-2700, ask for Mark Hootnick) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (call 800 847-4870, ask for Tom Lang) is the information agent for the exchange offer.

Mothers Work receives requisite consents in 12 5/8% '05 notes tender offer

Mothers Work, Inc. (B3/B+) said on July 24 that it had received the requisite amount of noteholder consents to proposed amendments to the indenture governing its 12 5/8% senior notes due 2005, under the previously announced cash tender offer for those notes and the related consent solicitation. The consent solicitation expired as scheduled at 5 p.m. ET on July 23, without extension, and consents received by that deadline now may no longer be revoked.

AS PREVIOUSLY ANNOUNCED, Mothers Work, a Philadelphia-based designer and retailer of maternity apparel, said on June 10 that it had filed two registration statements with the Securities and Exchange Commission in connection with the proposed public offering of $125 million of new senior notes and 1.1 million shares of common stock (1 million primary shares offered by the company and 100,000 secondary shares offered by certain selling stockholders, plus an additional 165,000 shares of common stock to be sold by the company and selling stockholders to cover over-allotments, if any). It said that the offering of the common stock would not be contingent on the closing of the concurrent offering of senior notes, although the senior note offering would be contingent on the closing of the common stock offering. High yield syndicate sources heard on June 10 that proceeds of the note sale - which is to be led by bookrunning manager Credit Suisse First Boston - would be used to repay the $91.09 million of outstanding 12 5/8% notes, to repay subordinated notes, to pay series A and series C preferred accrued dividends, to redeem series A preferred, to repurchase series C preferred, to repay bank debt and for general corporate purposes. The sources said that timing on the note deal was still to be determined.

On July 10, Mothers Work said that it was beginning a cash tender offer to purchase all of its outstanding 12 5/8% notes, as well as a solicitation of noteholder consents to proposed indenture amendments related to the company's refinancing of certain outstanding debt and the redemption or repurchase of certain of its preferred stock . It said that the consent solicitation would expire at 5 p.m. ET on July 23, and the tender offer would expire at 9 a.m. ET on Aug. 7, with both deadlines subject to possible extension. Mothers Work said that it would offer $1,002.50 per $1,000 principal amount of notes tendered by the consent deadline (thus consenting to the proposed indenture changes). That consideration would include a $2.50 per $1,000 principal amount consent payment. Noteholders tendering their notes after the consent date, but before the expiration deadline would receive the consideration minus the consent payment. All tendering holders would receive accrued and unpaid interest on their notes accepted for purchase up to, but not including, the payment date for the offer. Holders desiring to tender their notes under terms of the offer would have to consent to the proposed amendments and could not deliver consents without tendering the related notes. Holders could not revoke consents without withdrawing the related notes tendered under the offer. The company further said that notes tendered on or before the consent date could be withdrawn on or before that deadline, but not afterward. Notes tendered after consent deadline may not be withdrawn. The tender offer and the solicitation are subject to a number of conditions, including, among others, the consummation of Mothers Work's previously announced proposed offering of shares of common stock and its proposed offering of senior notes, as well as the tender of notes and the receipt of consents to the indenture changes from holders of at least a majority of the outstanding notes. The proposed amendments - which would reduce the notice period for redemption of the notes and eliminate most of the principal restrictive covenants under the indenture - will become effective and will cover all of the notes - , even those that are not purchased under the tender offer - if and when the offer is completed. To the extent that any notes remain outstanding after the completion of the offer, the company presently intends to redeem those notes.

Credit Suisse First Boston (call toll free at 800 820-1653 or collect at 212 538-8474) in addition to lead-managing the new note sale, will serve as the dealer manager and solicitation agent for the tender offer and the consent solicitation. The information agent is MacKenzie Partners, Inc. (call toll-free at 800 322-2885 or collect at 212 929-5500).

ISG Resources tenders for 10% '08 notes

ISG Resources, Inc said on July 25 that it had begun a cash tender offer for its $100 million of outstanding 10% senior subordinated notes due 2008, as well as a related solicitation of noteholder consents to proposed indenture changes. The tender offer will expire at 12 midnight ET on Aug. 21, while the consent solicitation will 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 who tender their notes prior to the consent deadline (thus granting their consent to the proposed indenture changes) will 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. Adoption of the proposed amendments will require the consent of the holders of at least a majority of the principal amount of the outstanding notes. Holders who tender their notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their notes in the tender offer. Holders who tender 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, a Salt Lake City, Utah-based provider of coal combustion products management and marketing services to the electric power industry, said that its corporate parent, Industrial Services Group, Inc, announced on July 15 that it had executed a definitive merger agreement pursuant to which it will 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 receipt of the consents to the indenture amendments, and 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 have agreed to tender their notes pursuant to 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 therefore expects 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.

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.

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