Comdisco Holding to redeem some 11% '05 notes

Comdisco Holding Co. Inc. said on Monday (Dec. 9) that it will make a partial redemption of $200 million of the outstanding principal amount of its 11% subordinated secured notes due 2005 (out of a current total outstanding amount of $585 million). The notes will be redeemed at par plus accrued and unpaid interest from Aug. 12 to the redemption date. It is anticipated that the partial redemption of the notes will occur on Dec. 23.

Wells Fargo Bank will serve as the paying agent for this redemption. A notice of the redemption containing information required by the terms of the indenture governing the subordinated secured notes will be mailed to the noteholders.

AS PREVIOUSLY ANNOUNCED, Rosemont, Ill.-based Comdisco, which formerly provided equipment leasing and technology services to business customers, emerged following its Chapter 11 bankruptcy reorganization as a holding company whose purpose is to sell, collect or otherwise reduce to money the remaining assets of the corporation.

It said on Oct. 9 that it would redeem the entire $400 million outstanding principal amount of its variable-rate senior secured notes due 2004 on or about Oct. 21, at par plus accrued and unpaid interest from Aug. 12 to the redemption date. Comdisco said that Wells Fargo Bank would serve as the paying agent for the planned note redemption.

On Oct. 23, Comdisco said that the redemption of all $400 million of the variable rate senior notes had taken place as scheduled on Oct. 21.

Comdisco also said that following the redemption of those notes, it would make cash interest payments on the 11% notes. It explained that terms of the 11% subordinated notes provided for the interest to be paid-in-kind through the issuance of additional 11% subordinated notes while the senior notes were outstanding. The initial interest payment date for the subordinated notes is Dec. 31 and the cash interest payment will be made on such date to registered holders of record (as of the close of business on Dec. 15) of the 11% notes.

On Oct. 29, Comdisco said that it would make a partial redemption of $65 million of the outstanding principal amount of the 11% notes (out of the $650 million which were outstanding at that time), under its mandatory redemption obligations. Comdisco said the notes would be redeemed at par plus accrued and unpaid interest from Aug. 12 to the redemption date. It anticipated that the partial redemption of the notes would occur on Nov. 14, and that Wells Fargo Bank would serve as the paying agent for this redemption.

Comdisco said on Nov. 15 that it had redeemed the $65 million of 11% notes on Nov. 14, as previously announced.

AES again extends exchange offer for '02, '03 notes

The AES Corp. (B3/B+) said on Monday (Dec. 9) that it had again extended its previously announced offer to exchange a combination of cash and new senior secured securities for up to $500 million of senior notes scheduled to come due in 2002 and 2003.

The company said that the offer, which had been scheduled to expire at 5 p.m. ET on Friday (Dec. 6), would be extended to 5 p.m. ET on Monday (Dec. 9), subject to possible further extension.

It said that it had been informed by the exchange agent for the offer that, as of the old deadline, approximately $233.768 million of its 8¾% senior notes due 2002, or about 78% of the notes outstanding had been tendered (up from the $230.074 million or about 77% reported when the deadline was extended last week). That still leaves the 80% minimum tender offer condition for the notes unmet. AES also said that as of the Dec. 6 deadline, $172.869 million in aggregate principal amount of its 7 3/8% remarketable and redeemable securities - ROARS - due 2013, or 86% of the outstanding amount, had been tendered (up slightly from $172.859 million previously), fulfilling the 80% minimum tender requirement .

AS PREVIOUSLY ANNOUNCED, AES, an Arlington, Va.-based global independent power producer said on Oct. 3 that it had begun an offer to exchange the cash and new debt for its $300 million of outstanding 8¾% notes and its $200 million of outstanding 7 3/8% ROARS, which are putable in 2003.

AES said it would exchange $500 in cash and $500 principal amount of a new issue of 10% senior secured notes due 2005 per $1,000 principal amount of the existing 2002 notes (this mix was subsequently altered), and would exchange $1,000 principal amount of the new 10% notes per $1,000 principal amount of the ROARS. It additionally said it would pay an early tender bonus payment of $15 per $1,000 principal amount of the 2002 notes tendered and $5 per $1,000 principal amount of the ROARS tendered to holders who tender their notes prior to the early tender deadline (originally 5 p.m. ET on Oct. 25, which was subsequently first extended, then waived, then restored, then waived again) and who do not subsequently withdraw such securities, assuming the exchange offer is consummated.

It said the exchange offer would expire at 5 p.m. ET on Nov. 8 (this deadline was subsequently extended). Tenders of the 2002 notes and the ROARs could be withdrawn at any time prior to the later of the early tender deadline and the time that AES announces that it has received valid and unwithdrawn tenders representing at least 75% in aggregate principal amount of the 2002 notes and the ROARS on a combined basis (the minimum participation percentages were later changed). In no event shall the latter time be later than the announced expiration date.

The company said that consummation of the exchange offer would be subject to a number of significant conditions, including (but not limited to) that valid and unwithdrawn tenders are received representing at least 75% in aggregate outstanding principal amount of the 2002 Notes and the ROARs on a combined basis; AES' concurrent entry into a new senior secured credit facility; the valid amendment of certain documentation executed in connection with the issuance of the ROARS in order to permit the completion of the exchange offer; and the absence of certain adverse legal and market developments.

AES said that the new senior secured notes being offered to the holders of the 2002 notes and the ROARS would be secured equally and ratably with all debt outstanding under the new senior secured credit facilities, by first-priority liens, subject to certain exceptions and permitted liens, on all of the capital stock of domestic subsidiaries owned directly by AES and 65% of the capital stock of certain foreign subsidiaries owned directly by AES and on certain inter-company receivables, inter-company notes and inter-company tax sharing agreements owed to AES by its subsidiaries. In addition, the new senior secured notes will be subject to a mandatory offer to repurchase with a portion of the net cash proceeds received from certain asset sales by AES.

The offering of the new senior secured notes in the exchange offer is being made only to "qualified institutional buyers" and "persons other than a U.S. person" located outside the United States under the definitions contained in Rule 144A and Regulation S of the Securities Act of 1933, as amended.

AES further said that concurrently it was also launching a new multi-tranche $1.6 billion senior secured credit facility, which would be secured equally and ratably with the new senior secured notes. Consummation of the new senior secured facility would be subject to a number of conditions, including the completion of the exchange offer for the bonds and participation of all of its existing lenders.

On Oct. 28, AES said that it was extending the early tender deadline on its offer to 5 p.m. ET on Oct. 30, subject to possible further extension, from the original Oct. 25 deadline. On Oct. 31, AES said that it had again extended the early tender deadline to 5 p.m. ET on Nov. 1, subject to possible further extension, from the prior Oct. 30 deadline. On Nov. 4, AES said that it had waived the early tender deadline on the exchange offer, so that all holders validly tendering their notes by the Nov. 8 expiration deadline for the offer (which was subsequently extended) would be eligible for the applicable early tender bonus cash payment.

On Nov. 11, AES said that it had extended the exchange offer to 5 p.m. ET on Dec. 3, subject to possible further extension, from the previous Nov. 8 deadline, and had amended certain other terms of the exchange.

AES said that it had been informed by the exchange agent for the offer that, as of the old expiration deadline, approximately $16.863 million of its 2002 notes and $44.494 million of the ROARs had been tendered in the exchange offer, representing approximately 5.6% and 22.2% of the outstanding 2002 notes and ROARs, respectively.

The company modified the consideration it will pay to the holders of its 8 ¾% senior notes due 2002 to a mixture of $650 in cash and $350 in new securities per $1,000 principal amount of the old notes tendered (from $500 in cash and $500 in new notes previously).

The company had originally announced an early tender bonus to be paid in addition to the actual exchange consideration, with a separate, earlier deadline, for holders of the 8 ¾% notes and the 7 3/8% remarketable and redeemable securities ("ROARS") due 2013 that it is tendering for, but subsequently eliminated the earlier deadline, offering the bonus to all tendering holders. The Nov. 11 announcement restored the early tender deadline, setting it at 5 p.m. ET on Nov. 18; AES said that holders could withdraw their note tenders any time until that early deadline.

The previously announced respective early tender bonuses for the 8 ¾% notes and for the ROARS remained the same; however, AES said that holders tendering on or prior to the expiration date and not withdrawing such securities would still receive an incremental cash payment in the amount of $5 for each $1,000 principal amount 8¾% notes tendered and $5 for each $1,000 principal amount of ROARs tendered.

AES further said the consummation of the exchange offer would now be subject to the condition that 80% of the aggregate principal amount of the 8¾% notes and 80% of the aggregate principal amount of the ROARs be received and not withdrawn, a change from its original condition that 75% of the 8¾% notes and the ROARs on a combined aggregate basis be tendered.

On Nov. 19, AES once again waived the early tender deadline of 5 p.m. ET on Nov 18, and said that holders tendering their notes by the scheduled tender offer expiration deadline (5 p.m. ET on Dec. 3) and not withdrawing such securities would all be eligible to receive the previously announced early tender bonus payment, assuming the completion of the exchange offer.

On Nov. 27, AES said that it had been informed by the exchange agent for the exchange offer that as of 5 p.m. ET on Nov. 26, approximately $219.193 million in aggregate principal amount of its outstanding 8¾% notes, or 73% of the outstanding amount, had been tendered under the offer, as had approximately $157.851 million of the ROARs, or 79% of the outstanding amount.

AES indicated that it had not yet satisfied the minimum tender amount condition under the offer (tender of at least 80% of each note series).

On Wednesday (Dec. 4), AES said that it had extended its exchange offer to 5 p.m. ET on Friday (Dec. 6), subject to possible further extension, from the previous Dec. 3 deadline.

It said that it had been informed by the exchange agent for the offer that as of the old deadline, approximately $230.074 million of its 8¾% senior notes due 2002, or about 77% of the notes outstanding, had been tendered, along with approximately $172.859 million in aggregate principal amount of its 7 3/8% remarketable and redeemable securities - ROARS - due 2013, or 86% of the outstanding amount. Holders of the ROARS have thus achieved the 80% minimum tender condition, while the condition had not yet been met for the 2002 notes.

Allbritton Communications tendering for 9¾% '07 debentures

Allbritton Communications Co. (B3/B-) said on Friday (Dec. 6) that it was launching a tender offer for all its outstanding 9¾% senior subordinated debentures due 2007. Allbritton is also soliciting consents to proposed indenture amendments aimed at eliminating substantially all of the restrictive covenants and certain events of default from the indenture.

Allbritton, a Washington D.C.-based television station group owner, said the tender offer would expire at 12:01 a.m. ET on Jan. 7. Holders would have to tender their debentures to the company - thus giving their consent to the desired indenture changes - by the consent payment deadline of 5 p.m. ET on Dec. 20 in order to be eligible to receive a consent payment as part of their total consideration. Holders who tender their debentures will be required to also consent to the proposed amendments, and holders who consent to the proposed amendments will also be required to tender their debentures.

Tendering holders who validly tender their debentures and deliver consents by the consent payment deadline will receive total consideration of $1,039 per $1,000 principal amount of debentures tendered. The total consideration includes a consent payment of $5 per $1,000 principal amount for eligible holders.

Those holders who validly tender their notes after the consent payment deadline will only receive tender consideration of $1,034 per $1,000 principal amount of debentures and will not receive the consent payment.

Allbritton said that it intends to fund the tender offer, and all related costs and expenses, with the net proceeds of an offering of new 7¾% senior subordinated notes due 2012 (high yield market syndicate sources heard on Friday that Allbritton had sold $275 million of the new notes at par), as well as additional borrowings under the company's credit facility and/or cash on hand.

The tender offer is conditioned upon Allbritton completing arrangements for financing the purchase of the debentures and other general conditions.

Deutsche Bank Securities Inc. (call 646 324-2180) is the dealer manager for the tender offer and the consent solicitation. MacKenzie Partners, Inc. (call 212 929-5500 or 800 322-2885) is the information agent.

PerkinElmer gets requisite consents from 6.80% '05 noteholders

PerkinElmer, Inc. said on Friday (Dec. 6) that it had received a requisite amount of consents to proposed indenture amendments from the holders of its 6.80% notes due 2005 under the terms of its previously announced tender offer for the notes and related consent solicitation.

As of the consent solicitation deadline of 5 p.m. ET on Dec. 6, which expired as scheduled with no extension, approximately $108 million, or 94%, in aggregate principal amount of the outstanding 6.80% notes, and the related consents, had been tendered. The notes and related consents tendered as of the consent date may not be revoked.

The company said that having fulfilled the necessary condition for approval of the indenture amendments, those amendments will be effective as to all 6.80% notes, including those that are not purchased in the offer, if and when the offer is consummated.

Merrill Lynch (call toll-free at 888 ML4-TNDR or call 212 449-4914) is the dealer manager in connection with the offer and the solicitation agent for the consent solicitation. D.F. King & Co., Inc. (banks and brokers call collect at 212 269-5550, all others call toll-free at 800 290-6426) is the information agent for the offer.

AS PREVIOUSLY ANNOUNCED: PerkinElmer, a Boston-based technology company, said on Nov. 22 that it had begun a cash tender offer for its $115 million of outstanding 6.80% notes and a related solicitation of noteholder consents to proposed changes in the notes' indenture, which would eliminate substantially all of the restrictive covenants in the indenture. The company said the offer was being made in connection with PerkinElmer's recently announced plans to refinance its existing debt. It said that completion of the offer would not be a condition to completion of the refinancing transactions.

The company said the offer would expire at 10 a.m. ET on Dec. 23, while the consent deadline by which holders would have to tender their notes and deliver their consents in order to be eligible to receive the consent payment as part of their consideration, would be 5 p.m. ET on Dec. 6, with both deadlines subject to possible extension.

The company said it would offer consideration of $985 per $1,000 principal amount of notes tendered, plus accrued and unpaid interest up to, but not including, the payment date for the notes accepted for purchase. PerkinElmer said it would pay an additional $15 per $1,000 principal amount of notes purchased as a consent payment to holders of notes who tender their notes and deliver their consents on or before the consent date.

PerkinElmer said its obligation to complete the tender offer and consent solicitation would be subject to a number of conditions, including its receipt of funding under its recently announced refinancing plan, and the receipt of consents to the indenture amendments from holders of at least a majority of the total principal amount of outstanding notes.

On Nov. 29, PerkinElmer said it planned to raise up to $225 million in gross proceeds from an institutional private placement of unsecured senior subordinated notes, as part of its previously announced refinancing plan. The company said completion of the offering - which would satisfy the financing condition under its previously announced tender offer for its 6.80% notes and related consent solicitation - was expected to take place later this month.

Mpower to redeem last outstanding 13% '04 notes

Mpower Holding Corp. said on Thursday (Dec. 5) that it intends to redeem all of the approximately $2.1 million principal amount remaining of its 13% senior secured notes due 2004. HSBC Bank USA, the notes' indenture trustee, will notify registered noteholders by mail that Mpower will redeem the notes at a redemption price of 103.25% of their principal amount (i.e., $1,032.50 per $1,000 principal amount) on Jan. 3, as specified in the notes' indenture.

Including the recently announced repurchase of the other $48.9 million of the $51 million of the notes which were formerly outstanding, the redemption transaction will clear the company's balance sheet of noteholder debt, leaving only $4 million in capital leases remaining on the balance sheet.

AS PREVIOUSLY ANNOUNCED, Mpower Holding, the parent company of Rochester, N.Y.-based broadband and telephone communications provider Mpower Communications Corp., said on Nov. 26 that it had repurchased $48.9 million of its $51 million of outstanding 13% senior notes due 2004 for $13.7 million in cash, and said that under the terms of the notes, it planned to redeem the remaining $2.1 million of notes following the repurchase transaction.

Mpower said that with the exception of $4 million in capital leases, this action - coupled with the intended redemption of the remaining 2004 notes - would eliminate all of the company's remaining debt and allow the company to remove liens on more than $100 million of its network equipment.

Mpower further said that it continues to pursue additional funding alternatives and is engaged in active negotiations with potential strategic partners.

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