North American Van Lines sets pricing for tender offer for 13 3/8% notes

New York, Nov. 26 -- North American Van Lines, Inc. (B3) said it had determined the prices that it will offer to the holders of its 13 3/8% senior subordinated notes due 2009 under the previously announced tender offer for the notes. The prices were set at 2 p.m. ET on the pricing date of Nov. 25, using a formula based on the yield at that time of a previously announced reference security.

The company said that it had set the price for the notes at $1,146.91 per $1,000 principal amount. Holders who validly tendered their notes by the now-expired consent deadline will also receive a consent payment of $30 per $1,000 principal amount, as previously announced, for total consideration of $1,176.91 per $1,000 principal amount. All tendering holders will also receive accrued and unpaid interest.

As of Nov. 24, $138.975 million principal amount of the notes had been validly tendered, unchanged from the amount announced on Nov. 20, when the company announced an extension of the expiration deadline and the pricing date.

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 were subsequently 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.

North American said that if the tender offer deadline is extended, the pricing date will also be extended from the original Nov. 13, 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 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, having received consents from $138.175 million or 92% of the principal amount of the notes, 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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