Universal Hospital Services tenders for 10¼% notes

New York, Sept. 25 - Universal Hospital Services, Inc. (B2) said that it began on Wednesday a cash tender offer for all $135 million of its outstanding 10¼% senior notes due 2008, as well as a related solicitation of noteholder consents to proposed indenture changes, aimed at eliminating substantially all of the restrictive covenants, certain related events of default and certain other terms.

The company set a consent deadline of 5 p.m. ET on Oct. 7, and said the tender offer will expire at 12:01 a.m. ET on Oct. 23, both deadlines subject to possible extension.

Universal, a Bloomington, Minn.-based provider of medical equipment outsourcing and services to the health care industry, issued $100 million of the notes in February 1998, and another $35 million in January 1999.

It said that noteholders who validly tender their notes by the consent deadline will receive $1,051.25 per $1,000 principal amount of notes tendered and accepted for purchase by the company. That total consideration includes a $20 per $1,000 principal amount consent fee.

Holders tendering their notes after the consent deadline but before the expiration will receive the tender offer consideration of $1,031.25 per $1,000 principal amount.

All payments to noteholders will include accrued and unpaid interest on the notes up to, but not including, the payment date.

Holders who validly tender notes before or by the consent deadline thus agree to be consenting to the indenture amendments. Holders may not consent to the amendments without also tendering their notes, and they may not revoke their consents without also withdrawing their previously tendered notes as well.

The company said that the tender offer and consent solicitation are the first step in the proposed recapitalization that Universal Hospital Services announced on Sept. 15; in addition to the tender offer and consent solicitation, the proposed recapitalization is expected to involve the infusion of additional equity financing from an existing investor, private equity fund manager J.W. Childs Associates, LP, a new investor, The Halifax Group, LLC, and certain members of management; the repurchase of a portion of the company's outstanding equity; a private offering of a new series of approximately $250 million of senior notes; and the negotiation of a new revolving secured credit facility.

It said that each part of the recapitalization transaction is expected to be conditioned upon negotiation and completion of satisfactory agreements, final approvals and customary closing conditions.

Goldman, Sachs & Co. is the dealer manager and solicitation agent for the tender offer and consent solicitation (800 828-3182). Global Bondholder Services Corp. is the information agent (866 873-6300).

Rayovac gets consents in tender for Remington's 11% notes

New York, Sept. 25 - Rayovac Corp. (B2/BB-) said that it had received sufficient consents to proposed indenture changes from the holders of the 11% series B and series D senior subordinated notes due 2006 issued by Remington Products Co., LLC (Caa2/CCC) and Remington Capital Corp, as part of Rayovac's previously announced tender offer for those notes.

Rayovac said that the previously announced consent solicitation portion of the tender expired as scheduled at 5 p.m. ET on Sept. 24, without extension. To date, holders have tendered $9.466 million aggregate principal amount of Remington's 11% series B notes (63% of the amount outstanding) and $113.894 million of Remington's 11% series D notes (69% of the amount outstanding).

The company said that although it expected to execute the supplemental indentures incorporating the amendments on Thursday, the effectiveness of the amendments is conditioned, among other things, on the closing of Rayovac's acquisition of Remington Products, which is expected to occur on Sept. 30.

As previously announced, Rayovac, a Madison, Wis.-based maker of batteries and lighting devices, said on Sept. 11 that it had begun a cash tender offer for all $180 million principal amount of the series B and D 11% notes issued by Bridgeport, Conn.-based Remington, a maker of electric razors and other personal care and grooming products, and was also seeking noteholder consents to proposed indenture changes.

It set now-expired a consent deadline of 5 p.m. ET on Sept. 24 and said the offer would expire at 5 p.m. ET on Oct. 9, subject to possible extension.

Holders tendering their notes and delivering consents by the consent deadline will receive $1,020.83 per $1,000 principal amount, including a consent payment of $2.50 per $1,000 principal amount.

Holders tendering after the consent deadline but before the expiration will receive $1,018.33 per $1,000 principal amount.

Rayovac said that after completing its acquisition of Remington it plans to promptly redeem any Remington notes not tendered in the offer

The tender offer is contingent on, among other things, the now-fulfilled condition of receipt of the necessary consents to approve the amendments, the closing of the acquisition of Remington by Rayovac, the closing of the offering of $300 million senior subordinated notes separately announced on Sept. 11 by Rayovac, and the amendments to Rayovac's senior credit facilities.

The dealer manager and solicitation agent is Banc of America Securities LLC (888 292-0070 or collect at 704 388-4807) and the information agent is D.F. King & Co., Inc. (800 269-6427 or collect 212- 269- 5550).

Apogent Technologies gets consents from 8% noteholders, sets tender pricing

New York, Sept. 25 - Apogent Technologies Inc. (Ba2/BB+) said it has received the requisite consents to proposed indenture changes from the holders of its 8% senior notes due 2011 as part of its previously announced tender offer for the notes and related consent solicitation.

It said that a supplemental indenture incorporating the changes has been executed by the company and the notes' trustee, but this will not become operative until after notes are accepted for purchase and payment is made under the previously announced terms of the tender offer.

Apogent said that the consent solicitation expired as scheduled at 5 p.m. ET on Sept. 25, without extension; as of that deadline, the company had received tenders of notes and deliveries of related consents from holders of approximately 97.5% of the $325 million aggregate principal amount of notes outstanding.

Apogent also said that earlier in the day, it had set the prices it would offer to pay for the notes in the tender offer, using a formula based on a fixed spread over the yield of its previously announced reference security as of 2 p.m. ET.

Total consideration to be paid for notes tendered before the now-passed consent deadline, along with consents validly delivered, will be $1,177.75 per $1,000 principal amount of notes, which includes a $30 per $1,000 principal amount consent fee. Consideration to be paid for notes tendered after the consent deadline but before the expiration will be $1,147.75. All holders will also receive accrued and unpaid interest up to their respective date of payment.

As previously announced, Apogent, a Portsmouth, N.H.-based manufacturer of clinical diagnostic and life science research products, said on Sept. 16 that it had begun a cash tender offer and consent solicitation for all of its $325 million principal amount of 8% notes.

Apogent set a now-expired pricing deadline of 2 p.m. ET on Sept. 25 and a now-expired consent deadline of 5 p.m. ET on Sept. 25, and said the offer would expire at 5 p.m. ET on Oct. 15, with all deadlines subject to possible extension.

The company said it would determine the consideration it would offer tendering noteholders using a formula based upon a 100-basis point fixed spread over the bid-side yield to maturity at the pricing deadline of the reference security - the 4¼% U.S. Treasury Note due Aug. 15, 2013. Holders tendering their notes by the consent deadline would be eligible to receive a $30 per $1,000 principal amount consent payment as part of their total consideration.

Apogent said that in conjunction with the tender offer, it was soliciting consents from the noteholders to eliminate certain restrictive covenants and events of default under the indenture, and said that any holder tendering notes under the terms of the tender offer would have to also deliver a consent to the proposed amendments to the indenture.

The company said that holders validly tendering their notes by the consent deadline and thereby delivering their consents would be paid the total consideration for all notes accepted for purchase on the early settlement date, which Apogent said would be the date on or promptly after it first accepts tendered notes for purchase after the consent deadline.

Holders who validly tender their notes after the consent deadline but before the expiration will be paid the tender offer consideration for their notes accepted for purchase on the final settlement date, which is expected to be promptly after the Expiration Date.

Apogent said that consummation of the tender offer, and payment of the tender offer consideration and where applicable, the consent payment, would be subject to the satisfaction or waiver of various conditions, although the offer and the solicitation are not subject to any financing condition or minimum condition.

The company intends to fund the tender offer and related payments using borrowings under its $500 million revolving credit facility or proceeds from a new offering of securities, together with other available funds.

Apogent said that its borrowing cost under the revolving credit facility is currently LIBOR plus 125 basis points. Subject to market conditions and other factors, the company may seek to repay the borrowings with proceeds from a new offering of securities.

Lehman Brothers is the dealer manager for the tender offer and solicitation agent for the consent solicitation (800 438-3242 or collect at 212 528-7581. The information agent is Georgeson Shareholder Services (866 295-8152; banks and brokers may also call collect at 212 440-9800). The depositary is The Bank of New York.

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