Appvion begins tender offer for 9¾% notes, 10½% notes, 11¼% notes

By Angela McDaniels

Tacoma, Wash., May 31 - Appvion, Inc., formerly Appleton Papers Inc., began a tender offer for its 9¾% senior subordinated notes due 2014, 10½% senior secured notes due 2015 and 11¼% second-lien notes due 2015, according to a company news release.

The company is also soliciting consents of holders of the 10½% notes and the 11¼% notes to make some proposed amendments that would, among other things, eliminate substantially all of the restrictive covenants and some events of default in the indentures governing the notes; relieve the company of some of its obligations relating to mergers, consolidations or sale of assets; release all of the collateral securing the 10½% notes and the 11¼% notes; and modify certain other related provisions.

The consent solicitation does not apply to the 9¾% notes.

The tender offer will expire at midnight ET on June 27.

Holders of 10½% notes and 11¼% notes who tender their notes must consent to the proposed amendments.

For each $1,000 principal amount of notes, the company is offering $951.54 for the 9¾% notes, $1,009.68 for the 10½% notes and $1,180.00 for the 11¼% notes. Holders who tender by 5 p.m. ET on June 13, the early tender time, will receive an additional $50.00 payment per note.

In addition, holders will receive accrued interest up to but excluding the settlement date.

The tender offer is conditioned on, among other things, the receipt of consents from the holders of at least two-thirds of the aggregate principal amount of the outstanding 10½% notes and 11¼% notes (excluding any owned by Appvion or its affiliates) and the receipt of enough funds from some refinancing transactions to cover the tender offer.

The dealer manager and solicitation agent is Jefferies LLC (888 708-5831 or 203 708-5831). The information agent is i Deal LLC (888 593-9546 or 212 849-3880).

Appvion is based in Appleton, Wis., and makes thermal, carbonless and security papers and Encapsys products.

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