Arch Wireless again redeems portion of 10% '07 notes

Arch Wireless, Inc. said on Monday (Sept. 30) that its wholly owned Arch Wireless Holdings, Inc. subsidiary had completed the previously announced redemption at par value of $15 million of its 10% senior subordinated secured notes due 2007 plus accrued interest. It said that with the redemption, the third in recent weeks, Arch now had $160 million principal amount of the 10% notes outstanding, having redeemed a total of $40 million of the $200 million of the notes that were originally issued. Arch did not at this time announce plans for a further redemption of the notes.

AS PREVIOUSLY ANNOUNCED, Arch Wireless - a Westborough, Mass.-based provider of wireless messaging and mobile information services - said on May 29 that its First Amended Joint Plan of Reorganization, which had been confirmed by the U.S. Bankruptcy Court for the Western Division of Massachusetts on May 15, officially became effective, thus marking the formal emergence from Chapter 11 of Arch and its subsidiaries. As part of that reorganization, Arch Wireless Holdings issued $200 million principal amount of new 10% notes and $100 million principal amount of new 12% subordinated secured compounding notes due 2009, while the parent company issued 20 million shares of new common stock. The new shares and notes were issued in full satisfaction, release, discharge and cancellation of all claims against Arch and its subsidiaries based on transactions or occurrences prior to last Dec. 6. All previously outstanding equity securities, including common stock and preferred stock, and all options and other rights to acquire Arch securities were cancelled.

On July 8, Arch Wireless said that Arch Wireless Holdings had given notice of its intention to redeem $10 million principal amount of its 10% notes. Arch said that it expected to redeem the notes on July 31. It said the redemption transaction would be handled by the notes' trustee, The Bank of New York. Arch said that under terms of the notes' indenture, only holders of record as of July 16 would be entitled to receive cash distributions in connection with the redemption. Arch warned that creditors that had not yet tendered their letters of transmittal to The Bank New York in accordance with Arch's Joint Plan of Reorganization would not receive a cash distribution in connection with the redemption, unless their letter of transmittal were to be received by the exchange agent by July 15. Accordingly, Arch said it "strongly" urged all such creditors to submit their transmittal letters prior to July 15. Arch said that early redemption of that portion of the 10% notes - this in addition to recent exchange transactions undertaken as part of its overall financial reorganization - would further lower the company's interest expense and generate greater financial flexibility.

On July 31, Arch Wireless said that its subsidiary had completed the previously announced redemption, at par value, of $10 million of 10% notes, plus accrued interest. It said that with the redemption, Arch now had $190 million principal amount of the 10% notes outstanding, and said that it had given The Bank of New York notice of its intention to redeem another $15 million of the notes, on Aug. 30. Only holders of record as of Aug. 15 could participate in the transaction. Arch said that creditors that had not yet tendered their letters of transmittal to The Bank New York would not be eligible to receive a cash distribution in connection with the Aug. 30 redemption unless such letters of transmittal had been received by the exchange agent by Aug. 14.

On Aug. 30, Arch Wireless said that its subsidiary had completed the previously announced redemption, at par value, of $15 million of its 10% notes, plus accrued interest. It said that with the redemption, the second in recent weeks, Arch now had $175 million principal amount of the 10% notes outstanding, and said that it had given The Bank of New York notice of its intention to redeem another $15 million of the notes on Sept. 30. Only holders of record as of Sept. 16 could participate in the transaction.

Ferrellgas completes 9 3/8% '06 note tender

Ferrellgas Partners, L.P. (B1/BB-) said on Sept. 24 that it had completed its previously announced tender offer for its 9 3/8% senior secured notes due 2006, which expired as scheduled at 9 a.m. ET on Sept. 24 without extension. As of the expiration of the tender offer, $159.95 million of the notes, or approximately 99% of the outstanding principal amount, had been tendered for the previously announced consideration, plus accrued and unpaid interest (up from the $158.9 million which had been tendered as of 5 p.m. ET on Sept. 10, as reported in the last previous company press release about the tender offer). All tendered notes were accepted for payment. Ferrellgas said it planned to immediately redeem, pursuant to the terms of a supplemental indenture, the remaining $50,000 of 9 3/8% senior secured notes not tendered in the offer.

Ferrellgas also announced that it had successfully completed the previously announced sale of $170 million of new 8¾% senior notes due 2012, the proceeds of which were scheduled to be used to finance the 9 3/8% notes tender offer, including related call premiums, fees, accrued and unpaid interest and consent payments. Ferrellgas' sale of these senior notes satisfied the funding condition outlined in the tender offer.

Credit Suisse First Boston Corp. (call 800 820-1653 or 212 538-8474) was the dealer manager in connection with the tender offer and consent solicitation. The information agent for the tender offer was Georgeson Shareholder Communications Inc. (call 800 645-7638 or 212 440-9800).

AS PREVIOUSLY ANNOUNCED, Ferrellgas, a Liberty, Mo.-based retail marketer of propane gas (second largest in the U.S.), said on July 1 that it was beginning a tender offer for all of its $160 million of outstanding 9 3/8% notes, as well as a related solicitation of noteholder consents to proposed indenture changes which would, among other things, eliminate specified obligations, covenants and events of default in the notes and the indenture governing the notes. Ferrellgas initially said that the tender offer would expire at 9 a.m. ET on July 30, while the consent solicitation deadline would be 5 p.m. ET on July 16, with both deadlines subject to possible extension (the offer expiration was subsequently extended).

The company set the total consideration for its offer at $1,032.50 per $1,000 principal amount of the notes tendered, plus accrued and unpaid interest up to, but not including, the payment date. It said the total consideration would include a consent payment of $1.25 per $1,000 principal amount, payable to those holders validly tendering their notes by the consent deadline and not subsequently withdrawing them, thus giving their consent to the proposed indenture changes. The company said it would not accept tenders of notes up to the consent deadline unless they were also accompanied by a valid consent to the indenture changes, while a consent would not be accepted unless a valid tender of the notes also accompanied it. The company said that the tender offer and consent solicitation would be conditioned upon, among other things, the receipt by Ferrellgas of proceeds from a public offering of new senior notes sufficient to pay the principal amount of the notes being purchased, plus, to the extent that proceeds will be available, accrued interest and all related premiums, costs and expenses, on terms and conditions satisfactory to Ferrellgas.

On July 17, Ferrellgas said that it had that it had received the requisite amount of noteholder consents to proposed indenture changes. It further said that as of the July 16 consent solicitation deadline, holders of more than a majority of the outstanding notes had given their consents. On July 31, the company said that it had extended the tender offer's expiration date until 9 a.m. ET on Aug. 16, subject to possible further extension, from the previous July 30 deadline. Ferrellgas said that as of 5 p.m. ET on July 29, holders of $158.4 million of the notes, or 99% of the outstanding aggregate amount, had tendered those notes and had not subsequently withdrawn them. On Aug. 16, Ferrellgas said that it had again extended the tender offer expiration until 9 a.m. ET on Sept. 27, subject to possible further extension. It said that the other terms of the tender offer, including all conditions, would remain unchanged. As of 5 p.m. ET on Aug. 15, noteholders had tendered and had not withdrawn $158.9 million aggregate principal amount of the notes (up slightly from the $158.4 million reported tendered as of July 29), representing approximately 99% of outstanding amount.

On Sept. 11, Ferrellgas said that it had pushed up the expiration date of its previously announced tender offer for the 9 3/8% notes to 9 a.m. ET on Sept. 24, from the previously scheduled deadline of 9 a.m. ET on Sept. 27. It said that the other terms of the tender offer, including all conditions, would remain unchanged. The company said that as of 5 p.m. ET on Sept. 10, noteholders had tendered and not withdrawn $158.9 million of the notes, representing approximately 99% of the outstanding amount. High-yield market sources also said that Ferrellgas had sold $170 million of 10-year senior notes late in the session on Sept. 10 via an underwriting group led by joint book-running managers Credit Suisse First Boston and Banc of America Securities, the proceeds of which were scheduled to be used to finance the tender offer.

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