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Published on 11/22/2010 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Rain CII Carbon holders provide consents needed to amend 11 1/8% notes

By Susanna Moon

Chicago, Nov. 22 - Rain CII Carbon LLC said it received the needed consents to amend the $235 million of 11 1/8% senior subordinated notes due 2015 it issued with CII Carbon Corp.

Holders had tendered $126,623,000 principal amount, or 53.88%, of the notes as of 5 p.m. ET on Nov. 19.

The consent solicitation required the receipt of consents from holders of a majority of the notes by the consent deadline.

The amendments will eliminate substantially all of the restrictive covenants, some affirmative covenants, some events of default, some conditions to legal defeasance or covenant defeasance and all of the restrictions on the ability of Rain CII Carbon, its affiliate Rain CII Carbon (India) Ltd. and their subsidiaries to place a private issue of debt needed to fund the tender. They will also waive any and all defaults resulting from the debt placement.

The company will pay $1,105 for each $1,000 principal amount of notes tendered. This includes $30 for each note tendered by the consent deadline, which is 5 p.m. ET on Nov. 23.

Holders may continue to tender notes until the consent deadline to receive the total payout. They may no longer withdraw tendered notes.

Rain CII Carbon will also pay accrued interest.

The tender offer will expire at midnight ET on Dec. 13. It began on Nov. 12.

The offer requires enough proceeds from a financing to fund the offer.

The dealer managers and solicitation agents are Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Goldman Sachs & Co. (800 828-3182 or 212 902-5183). The information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers, noteholders call 866 488-1500).

Rain CII Carbon, formerly known as CII Carbon, LLC, is a Kingwood, Texas-based producer of calcined petroleum coke, which is used in the aluminum smelting process and the production of titanium dioxide.


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