Freeport-McMoRan tenders for 7.20% '26 and 7.50% '06 notes

Freeport-McMoRan Copper & Gold Inc. (B3/B-) said on Thursday (March 6) that it had begun tender offers to purchase any and all of its outstanding 7.20% senior notes due 2026 (which are putable this November) and 7.50% senior notes due 2006. The tender offers will expire at 5 p.m. ET on April 3, subject to possible extension.

Freeport-McMoRan, a New Orleans-based international copper, gold and silver mining company, said that it would purchase both the 7.20% notes and the 7.50% notes at a price of $1,010 per $1,000 in principal amount, plus accrued and unpaid interest.

The company said that it estimated that the aggregate amount of cash it expects to spend for the tendered notes is approximately $455 million, assuming all of the outstanding notes are tendered. It said that as a result of its previously reported recent financing transactions - including the sale of $500 million new 10 1/8% senior notes due 2010 on Jan. 24 - its current cash position approximates $800 million.

The tender offers are being made only on the terms and subject to the conditions described in the official Offer to Purchase and related documents, which will be distributed to the holders of the notes. Each tender offer is being made independently of the other. The completion of each tender offer is not conditioned on a minimum amount of notes being tendered.

J.P. Morgan Securities Inc. (call toll-free at 800-245-8812) will serve as dealer manager and Georgeson Shareholder Communications Inc. (call toll-free at 866-775-2735) will serve as information agent for the tender offers.

Advance Auto Parts calls 10¼% '08 notes and 12 7/8% '09 debentures

Advance Auto Parts Inc. (B3) said on Thursday (March 6) that it will issue a call notice for $284 million of its 10¼% senior subordinated notes due 2008 and $91 million of 12 7/8% discount debentures. The securities will be redeemed on April 15. The remaining $30 million of 10¼% notes is expected to be called and retired from free cash flow within the next two quarters. The escrow agent for the redemption is transaction will be the Bank of New York.

The company will fund the redemption from existing cash and the proceeds from Advance's concurrently announced refinancing (Advance said on Thursday that it has commitments for an additional $350 million in bank debt through an amendment to its existing credit agreement, which increased the company's term loan A due 2006 by $75 million, to $158 million, and also increased Advance's term loan C due 2007 by $275 million, to $523 million. The anticipated funding date for these new term loans is April 15, commensurate with the aforementioned retirement of the notes and debentures.

Figuring in the refinancing and the repayment of the notes and debentures, Advance anticipates that the incremental interest savings from those transactions will increase earnings per diluted share by approximately 20 cents for the remainder of 2003. It said the non-recurring charges associated with the refinancing will be cash call premiums and refinancing expenses of approximately $25 million, un- amortized bond discount write-offs of approximately $10 million and deferred debt issuance cost write-offs of approximately $9 million, or approximately 72 cents per share in the first quarter of 2003.

AS PREVIOUSLY ANNOUNCED, Advance Auto Parts, a Roanoke, Va.-based auto parts store chain operator, said on Feb. 12 that it had repurchased $24 million in face value of its 10¼% notes and 12 7/8% debentures during the fourth quarter. The repurchases resulted in an after-tax extraordinary loss of $1.7 million, which included un-amortized discounts, deferred loan fees and premiums paid.

Advance did not give a breakdown as to what amount of each series of bonds had been repurchased during the quarter. According to a previous filing with the Securities and Exchange Commission, it had approximately $333.8 million of the 10¼% notes and approximately $89.5 million of the 12 7/8% debentures outstanding as of Oct. 5, 2002, not including the transactions announced on Feb. 12.

Advance said in its fourth-quarter earnings release that during the fiscal year, it repurchased $64.6 million in face value of bonds and pre-paid approximately $162 million in bank debt, incurring an after-tax extraordinary loss of $10.4 million relating to premiums paid to repurchase bonds, un-amortized discounts and write-off of deferred loan fees.

Quest Diagnostics completes tender for Unilab 12¾% '09 notes

Quest Diagnostics Inc. (Baa3) said on Friday (March 7) that it had completed its previously announced tender offer for Unilab Corp.'s (B3) 12¾% senior subordinated notes due 2009, which expired as scheduled at 12 midnight ET on Thursday (March 6) without extension, and which settled as scheduled on Friday. As of the expiration deadline, 100% of the outstanding notes had been tendered.

Merrill Lynch & Co. (contact the Liability Management Group, at either 888 ML4-TNDR or 212 449-4914) was the dealer-manager for the tender offer and the consent solicitation. The information agent was Georgeson Shareholder Communications Inc. (call toll-free at 866 283-1946; banks and brokerage firms call 212 440-9800). The depositary was HSBC Bank USA.

AS PREVIOUSLY ANNOUNCED: Quest Diagnostics, a Teterboro, N.J.-based provider of medical diagnostic testing, information and services, said on Feb. 6 that it had begun a cash tender offer for any and all of the outstanding $100.8 million principal amount of Unilab's 12¾% notes. The tender offer was begun in connection with Quest Diagnostics' previously announced agreement to acquire Unilab (Quest announced on Feb. 26, that it had acquired Unilab via a separate equity tender for Unilab's shares for $297 million in cash, plus 7.4 million Quest common shares).

Quest said the bond tender offer would expire at 12 midnight ET on March 6, subject to possible extension, and initially set 5 p.m. ET on Feb. 20 as the consent deadline, but subsequently extended it to 5 p.m. ET on Feb. 26; the consent solicitation portion of the offer expired as scheduled at that time without further extension.

The company said it would purchase the outstanding notes at a price to be determined two business days prior to the expiration date of the tender offer, using a formula based on a 50-basis point fixed spread over the yield to maturity of the reference security - the 1.875% U.S. Treasury Notes due Sept. 30, 2004 - at that time.

The purchase price would also include a $30 per $1,000 principal amount consent payment for those holders tendering their notes by the consent deadline. Quest said it was seeking the consent of the noteholders to certain proposed amendments to the notes' indenture, aimed at eliminating substantially all of the restrictive provisions of the indenture. It said that it would consider holders tendering their notes by the consent deadline to have agreed to the indenture changes, making them eligible to receive the consent payment. It further said that tendered notes could not be withdrawn and consents could not be revoked after the end of the consent period.

All tendering holders will also receive accrued and unpaid interest on their notes. Payment for validly tendered notes is expected to be made promptly following the expiration of the tender offer. Quest plans to finance the tender offer with a combination of cash on hand and borrowings under a $450 million amortizing term loan facility.

The company said the tender offer would be subject to a number of conditions and contingencies, including the successful completion of the acquisition of Unilab by Quest Diagnostics and the now-fulfilled requirement of receipt of consents from a majority of the outstanding noteholders.

On Feb. 27, Quest said that it had received the requisite amount of consents to the proposed indenture changes from the Unilab noteholders. It said that as of the consent deadline for the offer at 5 p.m. ET on Feb. 26, it had received consents from the holders of $100.8 million principal amount of the notes, or 100% of the outstanding amount.

On March 5, Quest said that it had determined the price it would offer the holders of Unilab notes, setting total consideration to be paid for each validly tendered note at $1,229.64 per $1,000 principal amount of the notes tendered, which would include the $30 per $1,000 consent fee for holders tendering by the now-passed consent deadline; holders tendering after the consent deadline would would receive the tender offer consideration of $1199.64 per $1,000 principal amount (the total consideration minus the consent payment).

The company said that payment for all validly tendered notes would likely be made on Friday (March 7).

As of the 2 p.m. ET pricing deadline on March 4, 100% of the outstanding principal amount of the notes had been tendered.

Radnor Holdings sells bonds; proceeds to redeem existing 10% '03 notes

Radnor Holdings Corp. (B2/B-) was heard by high yield syndicate sources on Thursday (March 6) to have sold $135 million 11% senior notes due 2010, with the proceeds from the Rule 144A deal (along with other funds) slated to repay the company's existing 10% senior notes scheduled to mature on Dec. 1

AS PREVIOUSLY ANNOUNCED: Radnor Holdings, a manufacturer and distributor of foam packaging and specialty chemical products based in Radnor, Pa., said on Feb. 13 that it had agreed upon a refinancing plan with its lenders; under the terms of the plan, Radnor's existing $159.5 million of 10% notes would be repaid through a combination of a new $45 million bank term loan and the issuance of $135 million in new senior notes. In addition, Radnor's existing bank revolving credit facility would be increased from $35 million to $45 million.

Radnor additionally said that the remaining proceeds from these transactions would be used to repay outstanding borrowings under its current revolving credit facilities, and to pay fees and expenses associated with the refinancing. It said that it anticipated completing the refinancing plan by the end of the first quarter.

Grohe Holding to solicit 11½% '10 noteholder consents

Grohe Holding GmbH (B2/B) said on Thursday (March 6) that it plans to seek consent from the holders of at least a majority in principal amount of its 11.5% senior notes due 2010 to certain amendments in the notes' indenture and waivers to certain indenture provisions.

Grohe Holding, a German-based manufacturer of faucets, showerheads and other plumbing and sanitary system products, said in a 6-K form filed with the Securities and Exchange Commission that the consent solicitation would expire at 5 p.m. central European time on March 19, subject to possible extension. Grohe is offering holders who consent by the deadline a consent payment of €60 per €1,000 principal amount of notes.

It said that the proposed indenture changes and waivers, if approved by the notes' holders of record (as of March 6) would permit the company to repay a portion of its shareholder loans; would permit certain Grohe subsidiaries to secure a greater a greater amount of indebtedness than currently exists, in connection with a contemplated refinancing of their senior secured credit facility; and would permit certain company subsidiaries to incur a greater amount of debt senior to the notes than currently exists, in connection with the refinancing.

Additionally, the proposed indenture changes and waivers would clarify that Grohe may form a supervisory board with an equal number of shareholder and employee representatives, which will constitute a Shareholder-elected board as defined in the Indenture, without triggering a change-of- control under the Indenture.

Credit Suisse First Boston (Europe) Ltd. (contact Guy Douglas at +44-207-888-1780 or Mark Walsh at +44-207-888-7264); Credit Suisse First Boston LLC; Merrill Lynch International (contact Frits Prakke at +44-207-995-1640 or Abdulla Boulsien at +44-207-995-4319) ; and Merrill Lynch, Pierce, Fenner & Smith Inc. are acting as joint solicitation agents for the consent solicitation.

Holders may request a complete copy of the terms and conditions of the consent solicitation and of the proposed amendments and waivers from The Bank of New York, London Branch, or The Bank of New York (Luxembourg) SA, in Luxembourg.

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