Iron Mountain tenders for 9 1/8% '07 notes

Iron Mountain Inc. (B2/BB-) said on Monday (Dec. 16) that it has commenced a cash tender offer and consent solicitation for all $75.19 million principal amount of its 9 1/8% senior subordinated notes due 2007 that currently remain outstanding, and is also soliciting noteholder consents to proposed indenture changes that would eliminate certain restrictive covenants and amend the timing required for effecting a Notice of Redemption.

The tender offer will expire at 12 midnight ET on Jan. 14, 2003 while the consent solicitation portion of the offer will expire at 5 p.m. ET on Dec. 30, with both deadlines subject to possible extension. Holders tendering their notes will be required to consent to the proposed indenture amendments, and holders may not deliver consents to the indenture changes without also tendering their notes.

Noteholders who validly tender their notes and deliver the related consents by the consent deadline will receive total consideration of $1,045.63 per $1,000 principal amount of notes tendered, which includes a $30 per $1,000 principal amount consent payment. Iron Mountain expects to pay the total consideration promptly after the consent date for notes that are validly tendered on or prior to the consent date and accepted for purchase.

Holders who validly tender their notes after the consent date and prior to the expiration date are not entitled to the consent payment, and will receive the total consideration minus the consent payment as their consideration. Iron Mountain expects to make payment on those notes that are validly tendered after the consent deadline but before the tender offer expiration deadline and accepted for purchase promptly after the offer expires. All holders who validly tender their notes before the expiration will also be paid accrued and unpaid interest up to, but not including, the payment date for the notes.

Iron Mountain said it would finance the tender offer and consent solicitation with a portion of the net proceeds from an offering of $100 million of new senior subordinated notes due 2015 (The company separately announced later Monday that it had sold $100 million of 7 ¾% notes at par to realize total proceeds of $98.4 million after underwriting costs) . It said completion of this financing would be one of the conditions to Iron Mountain's obligations to accept notes for payment.

Iron Mountain has engaged Bear, Stearns & Co. Inc. (contact the Global Liability Management Group toll-free at 877 696-2327) to act as the exclusive dealer manager and solicitation agent in connection with the tender offer and consent solicitation. D.F. King & Co., Inc. (call toll-free at 800 488-8075) is the information agent for the tender offer and consent solicitation.

AS PREVIOUSLY ANNOUNCED: Iron Mountain, a Boston-based records and document storage company, said in its 10-Q quarterly filing with the Securities and Exchange Commission on Nov. 12 that it had completed an offer to exchange new 8 5/8% notes for its outstanding 9 1/8% notes on Nov. 8. The notes were swapped at an exchange ratio of 1.0237, resulting in the issuance of $45.9 million in face value of 8 5/8% notes and the retirement of $44.8 million of the 9 1/8% notes.

The company said the non-cash debt exchange would result in carryover basis and, therefore, no gain or loss on extinguishment of debt.

Quality Distribution extends exchange offer for 12½% '08 notes

Quality Distribution LLC said on Monday (Dec. 16) that it had extended its previously announced offer to exchange newly issued 12½% senior subordinated secured notes due 2008 for a like principal amount of the company's outstanding 12½% senior subordinated secured notes due 2008, which had not been registered for unrestricted public trading. The exchange offer was extended to 5 p.m. ET on Monday, subject to possible further extension, from the previous deadline on Friday (Dec. 13).

The company said that it had been advised that as of the prior expiration date, holders of $46,019,957 of the existing notes, or approximately 84% of the outstanding amount, had tendered them under terms of the exchange offer, unchanged from the amount which had been tendered as of Thursday (Dec. 12), the amount reported when the offer had last been extended previously.

The Bank of New York is acting as exchange agent for the transaction.

AS PREVIOUSLY ANNOUNCED, Quality Distribution, a Tampa, Fla.-based operator tractor-trailer truck operator, said on Dec. 13 that it had extended the expiration deadline on its pending offer to exchange up to $54,654,296 of newly issued 12½% notes, which have been registered for unrestricted public trading under the Securities Act of 1933, for the outstanding 12½% notes, which had not been registered. The exchange offer, which commenced when the company's S-4 registration statement filed with the Securities and Exchange Commission was declared effective on Nov. 13, had been scheduled to expire at 5 p.m. ET on Dec. 12; it was extended to 5 p.m. ET on Dec. 13, subject to possible further extension.

The company said that as of the previous expiration deadline, holders of $46,019,957 of the existing notes, or approximately 84% of the outstanding amount, had tendered them under the exchange offer. It said that the tendered notes could be withdrawn at any time prior to the expiration deadline.

The company said that apart from the change in the registration status, the terms of the new notes to be issued in the exchange offer are substantially identical to the existing notes.

Abraxas Petroleum swapping cash, stock, new debt for 11½% '04 notes

Abraxas Petroleum Corp. said on Dec. 9 that it was beginning an offer to exchange cash, stock and new debt for its existing Series A and Series D 11½% senior secured notes due 2004, which the company had jointly issued along with its wholly owned subsidiary, Canadian Abraxas Petroleum Ltd.

Abraxas - a San Antonio, Tex.-based independent oil and natural gas exploration and production company - said that it would offer the holders of the existing notes a package consisting of $264 in cash, $610 principal amount of new 11½% Series A senior secured notes due 2007 (Abraxas subsequently corrected this to 11½% Series A secured notes due 2007 in a press release Thursday Dec. 12), and approximately 31.36 shares of Abraxas common stock, per $1,000 principal amount of the existing notes tendered. .

Abraxas said that the interest on the new notes will be payable in cash unless prohibited; if cash interest payments are prohibited, interest will be paid in kind (i.e. paid the form of additional new notes) in principal amount equal to the amount of the accrued and unpaid interest on the new notes, plus an additional 1% per annum accrued interest for the applicable period.

Abraxas further said that the notes and shares of its common stock to be issued in the exchange offer have not been registered for unrestricted public trading under the Securities Act of 1933, as amended.

On Thursday (Dec. 12), Abraxas, in addition to correcting the nomenclature of the new notes being offered as part of the exchange offer consideration, said that the offer would expire at 12 midnight ET on Jan. 7, 2003, subject to possible extension.

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