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Spencer Spirit tenders for 11% secured notes, toggle notes due 2018
By Jennifer Chiou
New York, June 10 – Spencer Spirit Holdings, Inc., Spencer Gifts LLC and Spirit Halloween Superstores LLC announced the launch of the cash tender offer for any and all of their $175 million outstanding principal amount of 11% senior secured notes due 2017, while SSH Holdings, Inc. is tendering for any and all of its $165 million of 9%/9¾% senior pay-in-kind toggle notes due 2018.
The issuers are also soliciting consents to amend the note indentures to, among other things, eliminate a significant portion of the restrictive covenants and eliminate certain events of default and, for the 2017 notes, release all of the collateral securing those 11% securities.
The consent solicitations will expire at 5 p.m. ET on June 23.
The tender offers will expire at 12:01 a.m. ET on July 9.
For each $1,000 principal amount, the companies are offering a total consideration $1,062.50 for the 11% notes and $1,025 for the toggle notes, each including a consent payment of $30.00 for those who participate prior to the consent deadline.
Spencer Spirit will also pay accrued interest.
The companies are seeking tenders from holders of at least 66⅔% aggregate principal amount of the 11% notes to release the collateral securing the notes and of at least a majority aggregate principal amount for the toggle notes.
The initial settlement date will be June 30.
The offers are contingent on financing in an amount sufficient to pay for the tender offer and related fees and expenses.
Wells Fargo Securities, LLC (866 309-6316 or call collect 704 410-4760) and Credit Suisse Securities (USA) LLC (800 820-1653 or call collect 212 538-2147) are the dealer managers and solicitation agents.
The tender agent and information agent is D.F. King & Co., Inc. (800 714-3312 or 212 269-5550 for banks and brokers; ssh@dfking.com).
Spencer Spirit operates a mall-based specialty retailer and is based in Egg Harbor Township, N.J.
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