Nebraska Book, parent solicit 8¾%, 10¾% holder consents

New York, Oct. 7 - Nebraska Book Co., Inc. (B3) and its corporate parent, NBC Acquisition Corp. (Caa1), said that Nebraska Book is soliciting noteholder consents to amend certain covenants and other provisions of the indenture for its 8¾% senior subordinated notes due 2008, while NBC Acquisition is soliciting consents to amend certain covenants and other provisions of the indenture for its 10¾% senior discount debentures due 2009.

The companies are soliciting consents from the holders of record of their respective notes as of the close of business on Oct. 3. The twin consent solicitations are expected to remain open until 5 p.m. ET on Oct. 17, each subject to possible extension. Adoption of the proposed amendments requires the consent of the holders of at least a majority in principal amount of the notes or the debentures, as applicable, who are eligible to consent.

Nebraska Book, an Omaha, Neb.-based college textbook wholesaler and college bookstore operator, and corporate parent NBC Acquisition, will each pay a consent fee of $25 per $1,000 principal amount of securities to holders delivering valid and unrevoked consents by the consent solicitation expiration deadline.

The obligations of each company to pay consent fees is subject to the satisfaction, on or before Jan. 2, 2004, of certain conditions described at length in the official consent solicitation statement.

As described in the official consent solicitation statements, Nebraska Book and NBC Acquisition are proposing to undertake a series of transactions, which will include 1) the consent solicitations for each company; 2) entry into a new secured credit facility that is expected to consist of a $50 million revolving credit facility and a $110 million term loan facility; 3) the use of cash on hand and borrowings under the new senior credit facility by Nebraska Book to refinance all indebtedness under its existing credit facility, to pay a dividend to NBC Acquisition of $91 million and to pay fees and expenses related to the transactions; and 5) the use by NBC Acquisition of the proceeds from the $91 million dividend to purchase shares of its common stock and stock options totaling a maximum of $86 million and to pay fees and expenses related to the transactions.

The companies said that the proposed indenture amendments for which they are seeking approval would a) revise the limitation on restricted payments covenant in the indenture governing the 8¾% notes, to permit Nebraska Book to pay the aforementioned dividend to NBC Acquisition, and in the indenture governing the 10¾% debentures to permit NBC Acquisition to purchase shares of its common stock and stock options, as described above; and b) revise certain defined terms in each of the indentures to permit or facilitate the transactions.

Citigroup (212 723-6106 or 800 558-3745) and JPMorgan (212 270-9153) are the solicitation agents for the consent solicitations. Global Bondholder Services Corp. is the information agent and tabulation agent for each of the consent solicitations (212 430-3774 or 866 873-7700).

© 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.