Altegrity begins private exchange offers for three series of notes

By Susanna Moon

Chicago, May 22 - Altegrity, Inc. said it began private offers to exchange its outstanding $210 million 12% senior notes due 2015, $290 million 10½% senior notes due 2015 and $150 million 11¾% senior subordinated notes due 2016.

The total purchase price for each $1,000 principal amount of notes tendered by 5 p.m. ET on June 5, the early tender date, will be as follows:

• For the 12% notes, $120 cash and $880 principal amount of Altegrity's senior second-lien secured 12% cash pay and 2% pay-in-kind notes due 2020;

• For the 10½% notes, $120 cash and $880 principal amount of Altegrity's senior second-lien secured 10½% cash pay and 2½% PIK notes due 2020; and

• For the 11¾% notes, $167 principal amount of Altegrity's senior second-lien secured 12% cash pay and 2% PIK notes due 2020, $233 principal amount of Altegrity's senior second-lien secured 10½% cash pay and 2½% PIK notes due 2020 and $600 principal amount of Altegrity's senior third-lien secured 15% PIK notes due 2021.

The total amount includes an early tender payment per $1,000 principal amount of $30 cash for the 12% notes; $30 cash for the 10½% notes; and $15 new series 1 notes and $15 new series 2 notes for the 11¾% notes.

Those who tender their notes after the early deadline will receive the following exchange amount for each $1,000 principal amount of notes:

• For the 12% notes, $90 cash and $880 principal amount of Altegrity's senior second-lien secured 12% cash pay and 2% PIK notes due 2020;

• For the 10½% notes, $90 cash and $880 principal amount of Altegrity's senior second-lien secured 10½% cash pay and 2½% PIK notes due 2020;

• For the 11¾% notes, $152 principal amount of Altegrity's senior second-lien secured 12% cash pay and 2% PIK notes due 2020, $218 principal amount of Altegrity's senior second-lien secured 10½% cash pay and 2½% PIK notes due 2020 and $600 principal amount of Altegrity's senior third-lien secured 15% PIK notes due 2021.

The exchange offers and consent solicitations will end at midnight ET on June 19.

The company also will pay accrued interest to but excluding the settlement date.

Holders of about $399 million, or 80%, of the outstanding principal amount of 12% notes and 10½% notes, and $116.7 million, or 78%, of the outstanding principal amount of 11¾% notes agreed to tender their notes in the exchange offers, according to a company press release.

Altegrity also is soliciting consents to amend the note indentures to eliminate substantially all of the restrictive covenants and default provisions.

Holders tendering notes must also deliver consents to the proposed amendments.

The company must secure the consents from holders of at least a majority of the notes to approve the proposed amendments.

The exchange offers are conditioned on obtaining the needed consents to approve the amendments.

The offers also are conditioned on the company obtaining tenders for at least $475 million principal amount, or 95%, of the 12% notes and 10½% notes, considered collectively, and at least $142.5 million principal amount, or 95%, of the 11¾% notes and the agreement of at least $74,403,089.63 principal amount, or 95%, of Altegrity's zero-coupon junior subordinated notes due Aug. 2, 2016 to extend the maturity of their junior subordinated notes until six months after the maturity date of the new third-lien notes, the company said in the release.

Holders of about 89% of the junior subordinated notes have agreed to extend the maturity of their notes.

The offers also are conditioned upon the receipt of proceeds from one or more debt or equity financings with enough proceeds to fund the offers.

D.F. King & Co., Inc. (800 549-6746, 212 269-5550 banks and brokers or email altegrity@dfking.com).

Altegrity is a Falls Church, Va.-based risk and information services company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.