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Published on 12/31/2001 in the Prospect News Convertibles Daily and Prospect News High Yield Daily.

USX CORP. said Dec. 17 that it had completed the previously announced exchange offers for certain outstanding equity securities of USX and its wholly-owned subsidiaries. The offers expired as scheduled at midnight ET on Dec. 14 without further extension. All securities properly tendered in the exchange offers and not validly withdrawn would be accepted for purchase. USX said that as of the expiration deadline, a preliminary account by the exchange agent indicated that holders had tendered approximately $9.8 million face amount of the 6½% cumulative convertible preferred stock issued by USX Corp.; $12.4 million face amount of the 6¾% convertible Quarterly Income Preferred Securities (QUIPS) issued by USX Capital Trust I and $27.2 million face amount of the 8 ¾% cumulative Monthly Income Preferred Shares (MIPS), Series A, issued by USX Capital LLC. It said that its United States Steel LLC subsidiary expected to issue approximately $49.4 million of its 10% Senior Quarterly Income Debt Securities (SQUIDS) due 2031, which it was offering in exchange for the tendered securities. AS PREVIOUSLY ANNOUNCED, U.S. Steel, the Pittsburgh-based integrated steel giant and soon-to-be spun-off steelmaking unit of USX, said on Oct. 10 that it would offer the new SQUIDS in exchange for a portion of its $50 par USX Corp. 6½% cumulative convertible preferred stock, a portion of its USX Capital Trust I 6¾% QUIPS; and a portion of its USX Capital LLC $25 par Series A8 ¾% MIPS. It said the total face amount outstanding of the three securities being tendered for under the exchange offer was approximately $568 million, and if more than $365 million face amount were to be tendered, there would be a proration. Pending the separation of USX into the independent U.S. Steel and Marathon Oil units, the SQUIDS would be unconditionally guaranteed by USX. Upon the separation, the USX guarantee would no longer be applicable and U.S. Steel would be the sole obligor of the SQUIDS. U.S. Steel initially offered no timetable for the expected exchange offer. On Oct. 12, U.S. Steel said that it had filed a registration statement with the Securities and Exchange Commission for the issuance of up to $365 million of SQUIDS. The company further said at that time that the dealer manager for the exchange offers would be Goldman, Sachs & Co. On Nov. 5, U.S. Steel said in an SEC filing that it had raised the interest rate on the SQUIDS to 10%, up from the previously set 9 ¼%, which had not been publicly announced. U.S. Steel also said that it would require that at least $150 million principal amount of the SQUIDS be issued in the exchange offer, and gave a breakdown of the amount of the existing securities which it would accept in the exchange - up to $77 million of the $121 million of existing USX Corp. 6½% cumulative convertible preferred stock; up to $127 million of the $197 million of existing USX Capital Trust I 6¾% QUIPS; and up to $161 million of the $250 million of existing USX Capital LLC $25 par 8¾% MIPS. For securities not tendered under the exchange offer, U.S. Steel said the 6 ½% preferreds would be redeemed at the redemption price of $50.65, plus accrued interest through the separation date. The QUIPS would be redeemed at the $50.65 redemption price through their redemption date; and the MIPS would be called on Dec. 31 at $25 plus accrued but unpaid dividends. Previously, U.S. Steel and USX had said the untendered MIPS would remain outstanding as obligations of USX. The company further said on Nov. 28 that USX Capital Trust I would redeem any and all of the then still-outstanding 6¾% QUIPS on Jan 2 - subject to and conditioned upon the effectiveness of the proposed separation by USX of its energy and steel businesses - or on the first day immediately following the day that the separation would become effective, whichever would be later. It said the redemption is required pursuant to the terms of the QUIPS as a result of the pending separation and is conditioned upon its effectiveness. USX said that if the redemption date is Jan. 2, USX Capital Trust will credit holders' accounts at the Depository Trust Company (DTC) an amount in cash equal to $50.01875 per QUIPS held on the redemption date, reflecting the redemption price of $50 per share, plus a cash payment for accrued but unpaid distributions through the redemption date. If the redemption date were to occur after Jan. 2, USX Capital Trust will further credit holders' accounts for any additional accrued but unpaid distributions. Distributions on the QUIPS will cease to accrue on or after the redemption date, and all rights of holders of QUIPS will cease, except the right to receive the redemption price, together with accrued but unpaid distributions through the redemption date. The QUIPS were issued in book entry form only through DTC and the redemption price will be paid through DTC, which in accordance with its procedures will make payment to its member securities brokers and dealers, banks, trust companies, and clearing corporations. USX said on Dec. 10 that U.S. Steel had decreased the minimum condition to the exchange offers to require that at least $25 million aggregate principal amount of the 10% SQUIDS be issued in the offers. In the original minimum condition, the dollar amount was $150 million. Additionally, U.S. Steel LLC extended the offer to 5 p.m. ET on Dec. 14 from the previous deadline of Dec. 7, which had not been publicly announced.


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