IMC Global gives results of convertible preferred sale; proceeds funding tenders for 6.55% and 7.65% 05 notes

New York, July 3 - IMC Global Inc. announced the final results of its recent offering of new convertible preferred shares, the proceeds of which are to be used to fund its previously announced cash tender offers for up to 67% of its 6.55% notes and 7.625% senior notes due 2005.

IMC - which on June 24 priced a $125 million offering of its mandatory convertible preferred shares, consisting of 2.5 million shares with a liquidation preference $50 per share - said that the underwriters had exercised the over allotment option to purchase an additional 250,000, of the shares, or 10% of the float, resulting in a total $137.5 million offering of 2.75 million shares. It said that the net proceeds from the offering would approximate $132 million.

The company said the cash proceeds from the convertible preferred share offering, along with $57 million of cash from two recent transactions with Compass Minerals last week would result in a pro forma balance sheet with full bank revolver availability and about $150 million of cash. It said that upon the successful completion of the convertible preferred share offering, the tender offers for a majority of the 2005 bonds and the proposed replacement debt financing, IMC Global would be "well-positioned" to refinance the remaining 2005 bonds.

The company further noted that it would have no other scheduled public debt maturity until July, 2007 with the bank credit facility not scheduled to mature until 2006.

As previously announced on June 23, IMC Global, a Lake Forest, Ill.-based agricultural nutrients and animal feed company, said on June 23 that it would tender for up to $100 million principal amount of its 6.55% notes due 2005 and for up to $200 million principal amount of its 7.625% senior notes due 2005.

It set an early tender deadline of midnight ET on July 8 and said the offer would expire at 5 p.m. ET on July 22, with both deadlines subject to possible extension.

The company said that it would pay 104% of principal amount for the 6.55% notes, and 106.5% of principal amount for the 7.625% senior notes; in each case the payment would include a 2% premium to holders who tender by the early tender deadline.

The company said the tender would be subject to several conditions, including the receipt of net proceeds from a debt financing sufficient to pay for notes accepted in the tender offers.

The information agent is Bondholder Communications Group (888 385-BOND/888 385-2663 attention: Irene Miller). Goldman, Sachs & Co. (800 828-3182) and J.P. Morgan Securities Inc. are dealer managers.

ShoLodge completes exchange, consent solicitation for notes

New York, July 3 - ShoLodge, Inc. said that it had successfully completed its previously announced offer to exchange new notes carrying a slightly higher interest rate for the existing notes, while seeking noteholder consent to eliminating various provisions in the indenture of the existing notes as well as the new notes.

The offer expired as scheduled at 5 p.m. ET on June 30, without extension.

The company received tenders for more than the required 51% of the total of both series of outstanding notes, A total of approximately 51.01% of the existing notes, as a group, were accepted by the company, based on a first-come, first-served basis.

As previously announced, ShoLodge, a Hendersonville, Tenn. lodging operator, said on June 3 that it had begun an offer to exchange new 10.15% senior subordinated notes series A-1 due November 2006 for a portion of its outstanding 9.75% senior subordinated notes series A due November 2006 and to exchange new 9.75% senior subordinated notes series B-1 due September 2007 for a portion of its outstanding 9.55% senior subordinated notes series B due September 2007.

The company set 5 p.m. ET on June 30 as the expiration date for the offer, subject to possible extension.

The company undertook the exchange offer in order to eliminate or revise various provisions in the indenture of the existing notes, striking out the annual put right of noteholders and the required redemption upon death of a noteholder and revising some restricted payment and net worth covenants.

Holders tendering the old notes for exchange would be deemed to have consented to the indenture amendments,

The company added that it would not be required to complete the exchange offers unless holders of at least 51% of both series of old notes in the aggregate agreed to exchange their notes and consent to the amendments.

ShoLodge said that tenders of old notes in the exchange offer would be accepted on a first- come, first- served basis, and that the company would only accept for exchange enough old notes to reach the required level of consents.

Dealer manager was FTN Financial Securities Corp. (call 888 382-7766).

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