Scotts tendering for 8 5/8% notes as part of refinancing

New York, September 15 - The Scotts Co. (Ba3/BB) announced a tender for any and all of its $400 million of outstanding 8 5/8% senior subordinated notes due 2009, and is also soliciting noteholder consents to proposed indenture changes that would eliminate substantially all of the restrictive covenants contained in the indenture.

Scotts set a consent deadline of 5 p.m. ET on Sept. 29 and said the tender offer would expire at 5 p.m. ET on Oct. 14, with both deadlines subject to possible extension.

Scotts, a Marysville, Ohio maker makes consumer products for lawn and garden care, said the tender offer and consent solicitation is part of a refinancing transaction that will also include an estimated $1.2 billion senior credit facility as well as $200 million in senior subordinated notes. Scotts intends to finance the tender offer with proceeds from the proposed offering of senior subordinated notes and the proposed new senior credit facility.

Noteholders who validly tender their notes and who do not withdraw them by the consent deadline will receive $1,060.50 per $1,000 principal amount of notes tendered, which includes an early consent premium of $20 per $1,000 principal amount. Noteholders who validly tender their notes after the consent deadline but before the tender offer expires will receive $1,040.50 per $1,000 principal amount, but will not receive the consent payment. All tendering noteholders will also be paid accrued and unpaid interest up to, but not including, the date of payment for the notes. Payment is expected to promptly follow the expiration.

Holders who tender their notes will also be required to consent to the proposed amendments. Tendered notes may not be withdrawn and consents may not be revoked after the consent deadline, unless Scotts reduces the amount of the purchase price, the early consent premium or the principal amount of the notes subject to the tender offer, or unless the company is otherwise required by law to permit withdrawal.

Scotts said the tender offer is subject to certain conditions, including its receipt of consents from the holders of the requisite principal amount of the notes and the completion of the refinancing transactions.

Citigroup Global Markets Inc. (contact the Liability Management Group at 800 558-3754 or collect at 212 723-6106) and Banc of America Securities LLC (contact High Yield Special Products at 888 292-0070 or collect at 704 388-9217) are dealer managers. The information agent and depositary is Global Bondholder Services Corp. (866 470-3800 or call collect 212 430-3774).

Hanger Orthopedic increases consent payment, extends solicitation for 11¼% notes

New York, Sept. 15 - Hanger Orthopedic Group, Inc. (B2/B-) said it has increased the consent payment in its solicitation of noteholder approval to amend the indentures of its 11¼% senior subordinated notes due 2009.

The Bethesda, Md.-based provider of orthotic and prosthetic patient-care services is now offering to pay 4.00% of the principal amount of notes validly tendered and accepted for payment, up from 3% previously.

Hanger also extended the consent deadline to 5.00 p.m. ET on Sept. 22 from 5.00 p.m. ET on Sept. 15.

The expiration date of the tender remains 5.00 p.m. ET on Oct. 1 unless extended.

Hanger announced the consent solicitation and tender offer for any and all of its $150 million of outstanding 11¼% senior subordinated notes on Sept. 2.

The company was originally offering 110.5% of the principal amount for each note tendered, plus accrued and unpaid interest up to but not including the settlement date. That original total includes the original consent payment of 3% of the principal amount.

Holders tendering after the consent deadline but before the offer expires will receive 107.5% of the principal amount, plus accrued and unpaid interest up to but not including the payment date.

Tenders of notes made prior to the consent deadline may not be properly withdrawn, unless the company reduces the tender offer consideration or the consent payment or is otherwise required by law to permit withdrawal. Any notes tendered after the consent deadline may be properly withdrawn at any time until the scheduled expiration.

The tender offer will be conditioned upon the consummation of a new $150 million term loan, which is entirely prepayable and expected to have a lower interest rate than the debt it will replace. The company intends to use the net proceeds from such financing to fund the purchase of the senior subordinated notes pursuant to this tender offer.

Lehman Brothers Inc. is the dealer manager for the tender offer and solicitation agent for the consent solicitation (call the Liability Management Group at 800 438-3242 or collect at 212 528-7581). D.F. King & Co. Inc. is the information agent (888 567-1626).

Dobson/Sygnet 12¼% holders tender 97.2% of notes

New York, Sept. 15 - Dobson Communications Corp. (B3/CCC+) said that holders of the 12¼% senior notes due 2008 issued by its Dobson/Sygnet Communications Co. subsidiary (B3/B-) had tendered a total of $183.255 million principal amount of the notes, or 97.2% of the total outstanding, as of the close of business on Friday Sept. 12, the now-expired consent deadline under the company's previously announced tender offer and consent solicitation for the notes.

Dobson said that Dobson/Sygnet will pay noteholders who tendered prior to the consent solicitation expiration deadline $1,077.57 per $1,000 principal amount of notes tendered, which includes a consent payment as previously outlined, and will also pay accrued and unpaid interest. Holders tendering after the consent deadline will receive $1,047.57 per $1,000 principal amount of notes, plus interest.

Dobson/Sygnet plans to execute a supplemental indenture that will, among other things, eliminate all events of default with respect to the notes, other than events of default relating to the failure to pay principal and interest on the notes. The amendments okayed by a clear majority of the noteholders would also eliminate covenants in the indenture that, among other things, have limited Dobson/Sygnet's ability to pay dividends, make distributions and certain investments, acquire or prepay junior securities, incur debt, sell assets, enter into certain transactions with affiliates and incur liens. The supplemental indenture will be operative upon consummation of the tender offer.

As previously announced, Dobson, an Oklahoma City, Okla.-based provider of wireless communications services to mostly rural markets, said on Sept. 8 that its Dobson/Sygnet Communications Co. subsidiary had begun a cash tender offer for any and all of its outstanding $188.5 million of 12¼% notes and was also soliciting noteholder consents to proposed indenture amendments.

It set the now-expired consent deadline of 5 p.m. ET on Sept. 12, and said that the offer would expire at 5 p.m. ET on Oct. 7, subject to possible extension.

Dobson said that Dobson/Sygnet would offer $1,077.57 per $1,000 principal amount of notes tendered, plus accrued and unpaid interest up to, but not including, the settlement date, payable on the settlement date. It said that Dobson/Sygnet would offer a consent payment to qualifying noteholders of $30 per $1,000 principal amount as part of the total consideration.

Dobson also said that it had begun a separate cash tender offer for up to 250,000 shares of its own 12¼% senior exchangeable preferred stock (Caa2) , which, like the tender offer for the notes, would expire at 5 p.m. ET on Oct. 7, subject to possible extension.

Dobson said it would offer cash consideration to tendering preferred stockholders of $1,061.25 per share, plus accrued and unpaid dividends up to, but not including, the settlement date, payable on the settlement date.

The company said that the two offers would each be ach subject to and conditioned upon Dobson Communications' receipt of proceeds from an offering of its debt securities and borrowings under a new senior credit facility or other financing.

Dobson on Sept. 8 separately announced plans to sell up to $600 million of new 10-year senior notes in a Rule 144A deal; high yield syndicate sources said on Sept. 12 that Dobson had successfully sold an upsized $650 million of new 8 7/8% senior notes due 2013. Dobson had said that it would use the proceeds of the bond offering along with those of the new $700 million credit facility which Dobson is arranging, to fund the $189 million note tender, the $250 million preferred stock tender and to refinance and replace outstanding borrowings under Dobson's existing credit facilities which totaled approximately $751 million as of June 30 Dobson said that it would contribute a portion of those proceeds to Dobson/Sygnet so that it can make payments pursuant to the Dobson/Sygnet tender offer).

The company said that the settlement date is expected to be promptly following the scheduled expiration date of the respective offers for the Dobson preferred shares and the Dobson/Sygnet senior notes.

Lehman Brothers Inc. is the dealer manager and solicitation agent for the offers (call collect at 212 528-7581 or toll-free at 800 438-3242). Documentation is available from Bondholder Communications Group, the offers' information agent (call 212 809-2663).

American Seafoods tenders for 10 1/8% notes

New York, Sept. 15 - American Seafoods Group LLC and American Seafoods Finance, Inc. said that they have begun a cash tender offer to purchase any and all of their outstanding 10 1/8% senior subordinated notes due 2010 and are also soliciting noteholder consents to certain proposed amendments to the notes' indenture, which would eliminate substantially all the restrictive covenants, certain repurchase rights and certain events of default and related provisions.

The company said the consent solicitation will expire at 5 p.m. ET on Sept. 26. The price the company will offer for the notes will be set at 2 p.m. ET on Sept. 29 and the tender offer will expire at midnight ET on Oct. 10, with all deadlines subject to possible extension.

If the expiration date for the offer is extended to a date that is at least 10 business days after the date on which American Seafoods first informs the noteholders of the extension (by public announcement or otherwise), then the price at which the company will offer to buy the bonds back from the holders will be calculated on the tenth business day immediately preceding the new expiration date.

American Seafoods, a Seattle-based harvester and processor of fish products, said that it will set the total consideration it will offer to the noteholders using a formula that is based on the yield on the reference security, the 5 5/8% U.S. Treasury Note due Feb. 15, 2006, at the pricing deadline. For example, the company noted that the yield on the reference security as of 2 p.m. ET on Friday Sept. 12 was 1.832%. If the yield on the pricing date is the same, the total consideration to be paid would equal $1,184.14 per $1,000 principal amount of notes tendered, assuming a payment date of Oct. 16.

The total consideration will include a consent payment of $30 per $1,000 principal amount of tendered notes, payable to those holders who tender their notes (and thus consent to the proposed indenture changes) by the consent deadline. The tender offer consideration (i.e. the consideration to be paid to holders tendering notes after the consent deadline) is equal to the total consideration less the consent payment. All tendering holders will additionally receive accrued and unpaid interest up to, but not including, the payment date.

Holders who tender notes under the terms of the tender offer on or prior to the consent deadline are obligated to consent to the proposed amendments. Holders who consent to the proposed amendments are required to also tender their notes and may not revoke their consent without withdrawing the tendered notes. Tendered notes may be withdrawn and related consents may be revoked at any time on or prior to the consent expiration date for the offer but not after that.

The company said that completion of the tender offer is subject to certain conditions, including the consummation of certain financing transactions contemplated by the S-1 registration statement and subsequent amendment which American Seafoods has filed with the Securities and Exchange Commission; the receipt of the requisite consents to the proposed indenture changes from the noteholders and the execution of the related supplemental indenture incorporating those changes.

Credit Suisse First Boston LLC is the dealer manager for the offer and the solicitation agent for the solicitation (call 1-800-820-1653). Documentation can be obtained from MacKenzie Partners, Inc., the information agent (call 212-929-5500), and Wells Fargo Bank Minnesota, National Association is the depositary. Copies of the registration statement may be obtained from the Securities and Exchange Commission's Internet site, at www.sec.gov.

Majestic Star and Majestic Investor unit extend consent solicitations

New York, Sept. 15 - Majestic Star Casino LLC, (B2/B) and its Majestic Investor Holdings LLC (B2/B) unit said they had extended the previously announced separate but concurrent consent solicitations for Majestic Star's 10 7/8% senior secured notes due 2006 and for Majestic Investor Holdings' 11.653% senior secured notes due 2007 to 5 p.m. ET on Sept. 16, subject to possible further extension, from the previous deadline for each of 5 p.m. ET on Sept. 12.

As of that previous deadline, $44.805 million of the 10 7/8% notes had been tendered by their holders and not subsequently withdrawn - down from the $50.64 million of notes which the company said had been tendered as of the time it made its previous announcements extending the consent solicitations on Sept. 10. Also as of the previous (Sept. 12) deadline, $30.692 million of the 11.653% notes had been tendered and not withdrawn - unchanged from the investor participation total announced on Sept. 10.

As previously announced, Majestic Star Casino, a Gary, Ind.-based gaming operator, announced a cash tender offer for its $130 million of outstanding 10 7/8% notes on Aug. 26, while its Majestic Investor Holdings subsidiary, along with Majestic Investor Capital Corp., concurrently announced a separate cash tender offer for Majestic Investor Holdings' $151.767 million of remaining outstanding 11.653% notes (out of the $152.6 million sold in November, 2001).

The companies initially set consent deadlines for their respective offers of 5 p.m. ET on Sept. 10, which were subsequently both extended, and each offer is set to expire at 5 p.m. ET on Sept. 24, subject to possible extension as well.

Majestic Star said it would offer $1,054.38 per $1,000 principal amount of the 10 7/8% notes, including a consent payment of $5 per $1,000 principal amount for holders who tender by the consent deadline. From the consent deadline up to the tender expiration deadline, holders will receive $1,049.38 per $1,000 principal amount. Majestic Star will also pay accrued interest up to but not including the date of payment.

The consent solicitation is to amend the indenture and release liens on the collateral securing the notes. The indenture amendment would eliminate substantially all the restrictive covenants and amend certain other provisions. A majority is needed to pass the changes.

Majestic Investor is meantime offering $1,050.00 per $1,000 principal amount of the 11.653% notes. The price includes a consent payment of $5 per $1,000 principal amount for holders who tender by the consent deadline. From then up to the tender expiration deadline, holders will receive $1,045.00 per $1,000 principal amount. Majestic Investor will also pay accrued interest up to but not including the date of payment.

The consent solicitation is to amend the indenture, terminate guarantees and release liens on the collateral securing the notes. Majestic Investor said the indenture amendment would eliminate substantially all the restrictive covenants and amend certain other provisions. A majority is needed to pass the changes and the consent of two thirds of the principal amount is outstanding is needed to release the liens.

For both offers, holders who tender will be required to deliver consents and consents can only be given on notes that are tendered.

Both offers are conditional on the receipt of consents and the completion of related financing transactions by Majestic Star.

Documentation can be obtained from MacKenzie Partners, Inc. (call 800 322-2885), the information agent for the tender offers. The depositary is The Bank of New York.

© 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.