Abraxas Petroleum extends exchange offer for 11½% '04 notes

Abraxas Petroleum Corp. said on Friday (Jan. 10) that it had extended its previously announced offer to exchange cash, stock and new debt for its existing Series A and Series D 11½% senior secured notes due 2004 to 12 midnight ET on Friday, subject to possible further extension, from its previous deadline at 6 p.m. ET (Jan. 8) deadline.

As of the close of business on Wednesday, $150.9 million principal amount of the notes had been validly tendered or guaranteed - up slightly from the $149.8 million which had been tendered or guaranteed by the original deadline on Tuesday (Jan. 7), but still well below the minimum tender threshold of 99% of the approximately $189 million of outstanding notes, which is a condition for the completion of the offer, among other conditions.

AS PREVIOUSLY ANNOUNCED: Abraxas, a San Antonio, Tex.-based independent oil and natural gas exploration and production company, said on Dec. 9 that it was beginning the exchange offer for its 11½% notes, which the company had jointly issued along with its wholly owned subsidiary, Canadian Abraxas Petroleum Ltd.

Abraxas 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 would be payable in cash unless prohibited; if cash interest payments are prohibited, interest would 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 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 Tuesday (Jan. 7), which was subsequently extended when the minimum tender threshold was not achieved.

Lexington Precision extends exchange offer for 12¾% notes

Lexington Precision Corp. said on Friday (Jan. 10)) that it had again extended its previously announced offer to exchange new debt, plus stock-purchase warrants and a participation payment, for its outstanding 12¾% senior subordinated notes which came due in 2000 but which were not redeemed at that time. The offer was extended to midnight ET on Jan. 31, subject to possible further extension, from the previous Jan. 10 deadline.

Lexington said that as of Jan. 10, holders had tendered $27,209,125 of the notes, or 99.3% of the outstanding amount, unchanged from the amount announced on Oct. 31 and at several subsequent expiration deadline extension announcements. While that has satisfied the 99% minimum tender condition to the exchange offer, the company said that a number of other conditions have not yet been satisfied, including the completion of a new senior secured credit facility on terms satisfactory to the company.

AS PREVIOUSLY ANNOUNCED Lexington Precision, a New York-based manufacturer of rubber and metal components for the automobile and medical devices industries, said on July 10 that it had begun an exchange offer for its $27.412 million of outstanding 12¾% notes. Under the terms of the exchange, which is open only to holders of record (as of July 1) of the existing notes, the company would give them a principal amount of new 11½% senior subordinated notes due 2007 equal to the sum of the principal amount of the outstanding 12¾% notes, plus the accrued interest on those notes from Aug. 1 1999, through April 30 of this year. The company said that accrued interest would total $350.625 per $1,000 principal amount of the existing notes. If all of the outstanding existing notes were to be tendered and the exchange offer completed Lexington Precision would issue new 11½% notes to cover a total of $9.611 million of accrued interest from the existing notes.

Lexington Precision initially said that the exchange offer would expire at midnight ET on Aug. 7, although this deadline was subsequently extended. It said that interest on the new 11½% notes would accrue from May 1 of this year; interest for the three-month period ended July 31 would be paid on the issue date of the 11½% notes, and after that, would be payable quarterly on each November 1, February 1, May 1, and August 1. The company said that holders of the new 11½% notes would also receive a participation fee equal to $22.20 per $1,000 principal amount of 11½% notes issued, payable in three equal installments on Sept. 30, 2002, Dec. 31 and March 31, 2003. Lexington will also issue to the holders of the new notes warrants to purchase 10 shares of common stock per $1,000 principal amount of notes; the warrants would allow their holders to buy the stock at a price of $3.50 per share at any time during the period from Jan. 1, 2004 through Aug. 1, 2007. Prior to Jan. 1, 2004, the warrants will not be detachable from the 11½% notes and will be transferable only as part of a unit with the notes.

The company said that the exchange offer is being undertaken as part of a larger comprehensive financial restructuring plan that would also involve an extension of the company's 10 ½% senior notes and 14% junior subordinated notes, and a refinancing of the company's senior, secured credit facilities. It said that completion of the exchange offer would be subject to a number of conditions, including the refinancing of Lexington's other debt on satisfactory terms. Completion of the exchange offer would also be subject to the condition that at least 99% of the outstanding 12¾% notes be tendered for exchange and not withdrawn. The company warned that if the exchange offer is completed, it does not presently intend to pay principal or accrued interest on any untendered 12¾% notes. It further said that the exchange offer reflects an agreement in principle that it reached with the four largest holders of its 12 ¾% notes, who among them control a total of $20.49 million of the 12¾% notes, or 74.7% of the $27.412 million outstanding.

On Aug. 7, the company extended the expiration of the exchange offer to 12 midnight ET on Aug. 30, and on Aug. 30, it said that it had again extended the offer to midnight ET on Sept. 30 and said that it had received tenders of $27,131,875 of the notes, or 98.98% of the outstanding amount, just shy of the 99% minimum tender condition. On Sept. 30, Lexington announced the further extension of the offer to 12 midnight ET on Oct. 18, and said that it had received tenders of $27,208,875 of the notes, or slightly more than 99% of the outstanding amount, satisfying the minimum tender condition to the consummation of the exchange offer. On Oct. 18, the company announced the further extension of the offer to 12 midnight on Oct. 31, subject to possible further extension, and said that as of Oct. 18, some $27,209,125 of the notes, or slightly more than 99% of the outstanding amount, had been tendered.

On Nov. 1, the company announced the further extension of the offer to midnight ET on Nov. 15, subject to possible further extension, from the previous Oct. 31 deadline. It reported the same level of noteholder participation in the offer as previously. The company further announced on Nov. 14 that it was extending the offer to midnight ET on Dec. 4, with the same level of noteholder participation as previously announced. On Dec. 4, it announced that the offer had been extended to Dec. 20, with the same level of noteholder participation as previously announced. A similar announcement was made on Dec. 20, extending the offer to Friday (Jan. 10).

VCA Antech files to sell stock; proceeds to redeem 15½% notes

VCA Antech, Inc. said on Friday (Jan. 10) that it had filed a registration statement with the Securities and Exchange Commission in connection with a proposed secondary offering of 9 million shares of common stock.

The Los Angeles-based company - which owns, operates and manages the largest network of free-standing veterinary hospitals and veterinary-exclusive clinical laboratories in the country - said that it is undertaking this offering to redeem the entire $36.7 million principal balance of its 15½% senior notes and for general corporate purposes.

The offering will cover 3.3 million shares owned by VCA Antech itself, 1.8 million shares owned by 28.6% shareholder Leonard Green & Partners, and 3.9 million shares owned by other selling stockholders. After the transaction, Leonard Green will own approximately 21.7% of the company.

VCA Antech and Leonard Green will grant the underwriters (led by Goldman, Sachs & Co.) an option to purchase an additional 500,000 and 850,000 shares of common stock, respectively, to cover over-allotments, if any.

The company said it will not receive any proceeds from the sale of the shares of common stock being offered by the selling stockholders.

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