SpectraSite abandons exchange

New York, July 12 - SpectraSite Holdings, Inc. said it is abandoning its debt exchange offer.

The tender offer expired at 5.00 p.m. ET on July 12 but SpectraSite said it will not buy any notes because "the conditions for the consummation of the tender offers were not satisfied."

Tendered notes will be returned to their holders.

SpectraSite also said it decided not to extend the tender offer because, among other things, issues raised in a lawsuit by some noteholders remain unresolved.

Holders had filed a complaint alleging the tender offers and the transactions contemplated in connection with the tender offers, including the funding for the tender offers to be provided by Welsh, Carson, Anderson & Stowe, violate the indentures governing the notes as well as the Trust Indenture Act and other securities laws and breach fiduciary duties owed by the company, its board of directors and Welsh Carson to holders of the notes. The court rejected the noteholders' request to temporarily restrain the company from completing the tender offers.

SpectraSite said it will continue to vigorously defend against the action and seek dismissal of all related claims.

SpectraSite also said it is terminating its private offers to bondholders that are qualified institutional buyers to exchange some of their outstanding notes for up to $75 million of new convertible notes which would have been issued by SpectraSite Holdings, Inc. and SpectraSite Intermediate Holdings, LLC, its wholly owned subsidiary. The exchange offers were conditioned upon the completion of the tender offers.

The Cary, N.C. wireless tower operator had been offering to spend $340 million in cash to buy some of its outstanding 10.75% senior notes due 2010, 12.50% senior notes due 2010, 12.00% senior discount notes due 2008, 11.25% senior discount notes due 2009 and 12.875% senior discount notes due 2010. The tender and repayment of $10 million of SpectraSite's senior credit facility would have been funded by new financing from Welsh, Carson, Anderson & Stowe, which currently owns a 22% economic interest in SpectraSite.

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