Apogent tenders for 8% notes

New York, Sept. 16 - Apogent Technologies Inc. (Ba2/BB+) said it began a cash tender offer and consent solicitation for all its $325 million principal amount of 8% senior notes due 2011.

Apogent, a Portsmouth, N.H.-based manufacturer of clinical diagnostic and life science research products, set a pricing deadline of 2 p.m. ET on Sept. 25 and a consent deadline of 5 p.m. ET on Sept. 25, and said the offer would expire at 5 p.m. ET on Oct. 15, with all deadlines subject to possible extension.

The company said it would determine the price it will offer tendering noteholders using a formula based upon a 100-basis point fixed spread over the bid-side yield to maturity at the pricing deadline of the of the reference security - the 4¼% U.S. Treasury Note due Aug. 15, 2013. Holders who tender their notes by the consent deadline will be eligible to receive a $30 per $1,000 principal amount consent payment as part of their total consideration; holders tendering after the consent deadline will not be eligible for the consent payment. All tendering holders will additionally receive accrued and unpaid interest from the last interest payment date up to, but not including, the applicable settlement date, payable on the applicable settlement date.

In conjunction with the tender offer, Apogent is soliciting consents to eliminate certain restrictive covenants and events of default under the indenture. Any holder who tenders notes under the terms of the tender offer must also deliver a consent to the proposed amendments to the indenture.

Consummation of the tender offer, and payment of the tender offer consideration and where applicable, the consent payment, is subject to the satisfaction or waiver of various conditions, although the offer and the solicitation are not subject to any financing condition or minimum condition.

The company intends to fund the tender offer and related payments using borrowings under its $500 million revolving credit facility or proceeds from a new offering of securities, together with other available funds.

Apogent said that its borrowing cost under the revolving credit facility is currently Libor plus 125 basis points, which today would be equal to approximately 2.4% per annum. To the extent that borrowings under the revolving credit facility are used as the source of funds, subject to market conditions and other factors, the company may seek to repay such borrowings with the net proceeds from a new offering of securities.

Lehman Brothers is the sole dealer manager (call 800 438-3242 or collect at 212 528-7581. The information agent is Georgeson Shareholder Services (call 866 295-8152; banks and brokers may also call collect at 212 440-9800). The depositary is The Bank of New York.

Titan scrubs 144A exchange for 8% notes, plans new offer with Lockheed Martin

New York, Sept. 16 - The Titan Corp. (B2/B) said that it has terminated its previously announced offer to exchange a new series of 8% senior subordinated notes due 2011 which have been registered under the Securities Act of 1933 for unrestricted public trading for all of its existing 8% senior subordinated notes due 2011, which were issued under Rule 144A.

Titan said the exchange offer was being terminated in connection with its separately announced proposed merger with Lockheed Martin Corp., a Bethesda, Md.-based aerospace and defense contractor.

Titan said that it and Lockheed Martin have agreed that they will begin a consent solicitation and a new exchange offer for the outstanding notes, under which the new notes to be offered would have substantially identical terms as the existing notes, except that they will have been registered for unrestricted public trading under the Securities Act and they will be guaranteed by Lockheed Martin.

Titan did not give details as to the likely timing of the new exchange offer or the planned consent solicitation, other than to say that the new offer to exchange the existing notes will be contingent upon the consummation of the proposed merger with Lockheed Martin.

Under the planned consent solicitation, Titan and Lockheed Martin would seek the consent of the holders of the existing 8% notes to amend the notes' indenture so that the proposed merger will not require a "change of control" offer to be made to the holders of the existing notes. They all also seek the consent of the holders to eliminating substantially all of the restrictive covenants contained in the indenture, and to releasing all of the existing subsidiary guarantors of existing notes from their guarantee obligations.

Titan said that they would also seek noteholder consent so that the registration rights agreement entered into in connection with the initial issuance of the existing notes this past May would be amended to eliminate the provisions that could cause Titan to pay liquidated damages for certain types of defaults and to provide that the registration rights agreement would be terminated upon the effectiveness of the new offer to exchange.

As previously announced, Titan, a San Diego-based technology company sold $200 million of the new 8% notes in a Rule 144A placement on May 9. On July 9, Titan filed an S-4 registration statement with the Securities and Exchange Commission, indicating that it would exchange $200 million of new publicly registered 8% notes for a like amount of existing unregistered notes.

Titan did not set an expiration deadline for the exchange offer. Deutsche Bank Trust Co. Americas was appointed as exchange agent.

Petro Stopping extends tender for discount notes

New York, Sept. 16 - Petro Stopping Centers Holdings LP and and Petro Holdings Financial Corp. said they are extending their exchange offer and consent solicitation for all their outstanding $113.37 million principal amount at maturity of senior discount notes due 2008 and Petro Warrant Holdings Corp. extended the consent solicitation for its outstanding warrants.

The offer now ends at 5.00 p.m. ET on Sept. 23, pushed back from 5.00 p.m. ET on Sept. 16. The deadline may be further extended.

As of the old deadline, $26.7 million principal amount at maturity of the existing notes had been tendered and consents had been received for 53.1% of the warrants.

As previously announced, the transaction is part of a refinancing of the company's debt.

The El Paso, Texas travel plaza operator is offering $242.57 in cash and $1030.30 in principal amount at maturity of new senior second secured discount notes due 2014 for each $1,000 principal amount at maturity of the existing notes.

The new notes will accrue cash interest at 14% beginning Oct. 1, 2009.

In the consent solicitation, Petro Stopping is looking to eliminate substantially all the restrictive covenants and events of default in the indenture of the existing notes.

Petro Warrant Holdings is soliciting consents to extend the mandatory purchase date of the outstanding warrants.

A valid tender in the exchange offer will also be deemed to be a consent to the proposed amendments to the indenture and, to the extent that holders of the existing notes are also holders of the outstanding warrants, to the proposed amendments to the warrant agreement.

The offer is conditional on, among other things, the receipt of tenders of at least a majority of the outstanding principal amount at maturity of the existing notes, the receipt of consents from holders of at least a majority of the outstanding warrants and the consummation of financing transactions.

In connection with the offer, Petro Stopping Centers Holdings said it intends to refinance substantially all its existing debt in order to extend its debt maturities, to increase its financial flexibility and to take advantage of current conditions in the debt markets.

The information agent is Global Bondholders Services (212 430-3774 or 866 470-4200).

Applica to repurchase $25 million more 10% notes in October

New York, Sept. 16 - Applica Inc. (B2/B-) said it will repurchase an additional $25 million of its 10% senior subordinated notes due 2008 next month using part of the $51.4 million cash proceeds it received from the sale by its joint venture company, Anasazi Partners, of its equity interest in ZonePerfect Nutrition Co.

Applica further said that it had repurchased $30 million of the 10% notes in July.

As previously announced, Applica, a Miami Lakes, Fla.-based maker of branded and private-label small electric consumer goods such as appliances, pest control products, home environment products, pet care products and professional personal care products, said on June 24 that it planned to redeem up to $30 million of the then outstanding $130 million 10% notes on July 31 at 105% of the principal amount plus accrued interest up to, but not including, the redemption date.

Applica also said that it planned to redeem up to an additional $40 million of the 10% notes upon its receipt of a cash distribution related to the pending sale of an investment held by a joint venture that is 50% owned by Applica.

Hometown America ups consideration for Chateau Communities notes, extends consent deadline

New York, Sept. 16 - Hometown America, LLC said it has increased the tender offer consideration (and thus the total consideration) it is offering to pay under its previously announced tender offer for all the outstanding 8½% senior notes due 2005, 7 1/8% senior notes due 2011 and 6.92% Mandatory Par Put Remarketed Securities due 2014 of CP LP (Ba1), a unit of Chateau Communities Inc. It also extended the related consent solicitations.

Hometown America said that the total consideration to be paid for validly tendered 8½% notes would be based on a fixed spread of 45 basis points over the yield to maturity on the pricing date of the U.S. Treasury 1 5/8% note due March 31, 2005 versus an 85 bps fixed spread previously.

The total consideration to be paid for validly tendered 7 1/8% notes would be based on a 60 bps fixed spread over the yield on the 5% Treasury note due Aug. 15, 2011 versus the previous 125 bps fixed spread.

The total consideration to be paid for each validly tendered 6.92% MOPPRS would be based on a 40 bps fixed spread over the yield on the 1¾% Treasury note due Dec. 31, 2004 versus the original 80 bps fixed spread.

The total consideration will continue to include a $25 per $1,000 principal amount consent fee payable to those holders tendering their notes and/or securities by the consent deadline, which has now been extended to 5 p.m. ET on Sept. 18, subject to possible further extension, from the originally announced Sept. 16 deadline.

All other terms, conditions and deadlines remain unchanged.

As previously announced, Hometown America, , a Chicago-based developer and operator of manufactured housing communities said on Sept. 4 that its wholly owned subsidiary, Chopper Partnership Merger Sub, LLC, had begun cash tender offers to purchase all of the outstanding Chateau Communities

8 ½% notes, 7 1/8% notes and 6.92% securities, as well as related consent solicitations to amend the indenture governing each series of notes.

Hometown initially set a consent date of 5 p.m. ET on Sept. 16, which has now been extended, and said the prices it will offer for the securities will be set at 2 p.m. ET on Sept. 26. The offers will expire at midnight ET Sept. 30, with all deadlines subject to possible extension.

The company said that the tender offers and consent solicitations were being conducted in connection with the previously announced agreement by Hometown America to acquire Chateau Communities of Greenwood Village, Colo., the nation's largest manufactured home community owner and operator, in a $2.2 billion deal that includes Hometown's assumption of $1.2 billion of Chateau debt. Chateau shareholders are to vote on the proposed merger on Sept. 30.

Chateau issued $150 million of the 7 1/8% notes in October 2001, $100 million of the 8½% notes in February 2000, and $100 million of the 6.92% MOPPRS in December 1997.

The consent solicitation is to eliminate substantially all of the restrictive covenants contained in the indenture.

The company said that the offer would be subject to the satisfaction of certain conditions, including receipt of consents in respect of the requisite principal amount of notes and the completion of the merger with Chateau.

JPMorgan (866 834-4666) and UBS Investment Bank (888 722-9555) are the dealer managers for the offers and solicitation agents for the consent solicitations. MacKenzie Partners, Inc. is the information agent (call collect at 212 929-5500 or toll-free at 800 322-2885.

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