North American Van Lines extends tender offer, pricing date for 13 3/8% notes

New York, Nov. 12 - North American Van Lines, Inc. said it had extended its previously announced tender offer for its 13 3/8% senior subordinated notes due 2009, and had also extended the pricing date for the offer.

The tender offer, which had been set to expire at 5 p.m. ET on Nov. 18, has been extended until 5 p.m. ET on Nov. 24, subject to possible further extension. The pricing, which was initially set for 2 p.m. ET on Nov. 13, was extended to 2 p.m. ET on Nov. 19, also subject to possible further extension.

As of Nov. 12, $138.975 million principal amount of the notes had been validly tendered.

As previously announced, North American Van Lines, a Fort Wayne, Ind.-based national moving and storage company, said on Oct. 20 that it had begun a cash tender offer for all $150 million of its outstanding 13 3/8% notes, and said that it was also soliciting the consent of its noteholders to proposed amendments aimed at eliminating or modifying substantially all of the restrictive covenants and certain other provisions contained in the notes' indenture. The company said that holders could not tender their notes without also delivering consents or deliver consents without also tendering their notes.

It set a now-expired consent deadline of 5 p.m. ET on Oct. 31, initially set the expiration deadline at 5 p.m. ET on Nov. 18 and said that the consideration it would offer for the notes would be set on Nov. 13 (the pricing date and the expiration have now been extended).

North American said that it would determine the consideration to be paid to tendering noteholders using a formula based on a fixed spread of 75 basis points over the yield to maturity at 2 p.m. ET on the pricing date of the reference security, the 2% Treasury note due Nov. 30, 2004. Total consideration for those holders tendering their notes by the consent deadline, and thus delivering their consents to the indenture changes, would include a consent payment of $30 per $1,000 principal amount. Holders will also receive accrued interest.

North American said that if the tender offer deadline is extended, the pricing date will also be extended from the original Nov. 13 date to prior to the opening of business on a date such that two whole business days would have elapsed between that date and the expiration of the offer.

The company said that the tender offer and consent solicitation would be subject to the satisfaction of certain conditions, including the consummation of the planned initial public offering by Sirva, Inc., North American's parent company, the consummation of certain financing transactions by the North American and the execution of the proposed amendments to the indenture following the now-fulfilled condition of receipt by the company of consents representing at least a majority of the outstanding amount of the notes.

On Oct. 31, North American said it had received the necessary consents to the proposed indenture amendments from the noteholders, having received consents from $138.175 million principal amount of the notes, or 92% of the principal amount, far above the majority needed.

It said that tendered notes could not be withdrawn and delivered consents could not be revoked, after the date on which the trustee under the indenture receives an officer's certificate from the company certifying that the requisite consents have been received, except in limited circumstances.

Banc of America Securities LLC is the dealer manager and solicitation agent (contact High Yield Special Products at 888 292-0070 or collect at 704 388-4807). The information agent is Global Bondholder Services Corp. (866 470-3600 or collect at 212 430-3774).

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