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Published on 11/27/2001 in the Prospect News High Yield Daily.

Appleton Papers' $250 million seven-year notes on road Nov. 29 to Dec. 10 week

By Paul A. Harris

St. Louis, Mo., Nov. 27 - Appleton Papers Inc. announced Tuesday an offering of $250 million of senior subordinated notes due 2008, according to a syndicate source. He added that the roadshow for the offering is scheduled to begin Nov. 29 with pricing expected during the week of Dec. 10.

Bear Stearns & Co. will be bookrunner with TD Securities, ABN Amro and US Bancorp also in the syndicate.

Proceeds will be used to repay seller notes which were part of the financing of the management and employee buyout of Appleton from Arjo Wiggins Appleton plc, the source said.

Appleton went ahead with the MBO prior to completing the bond deal and Arjo Wiggins took back a $250 million senior subordinated note, which is now being taken out in the high yield market, the source added.

The senior subordinated notes were initially announced at $175 million and was subsequently upsized to $250 million, according to the source.

The Rule 144A offering is expected to be rated B3 by Moody's Investors Service and B+ by Standard & Poor's.

There will be four years of call protection and an equity clawback of 35% for three years, the source said.

The bond has a "cash flow sweep provision," the syndicate official said. The provision, the source added, "is somewhat unusual, but not unique.

"The cash flow sweep mandates that all 'excess cash,' as defined in the indenture, will go to repay debt: first the senior bank debt, and then the senior subordinate notes.

"This is a structural enhancement for bondholders, as they get the option to be paid out, pro rata, at par with any excess cash flow, " the source added.

The company is an Appleton, Wis.-based producer of specialty papers.

End


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