AES solicits noteholder consents

The AES Corp. said on Friday (March 14) that it had begun soliciting the consents of holders of several series of its outstanding senior and senior subordinated notes to proposed indenture changes aimed at amending parts of those notes' indentures to generally bring those provisions into conformance with those contained in its recently issued senior secured notes due 2005, specifically, the addition of events-of-default to the indentures of the various series of notes. No such provisions are currently contained in those notes' indentures.

The solicitation will expire at 5 p.m. ET on March 27, subject to possible extension. AES is offering a consent fee of $1.25 per $1,000 principal amount to holders of record of such securities (as of the close of business on Thursday, March 13) that validly tender consents to the proposed amendments by the deadline.

AES' obligation to accept consents and pay a consent fee to consenting holders is subject to numerous conditions which are set forth in the official consent solicitation statement.

The notes involved in the consent solicitation are AES' 8¾% Series G senior notes due 2008; its 9½% Series B senior notes due 2009; its 9 3/8% Series C senior notes due 2010; its 8 7/8% Series E senior notes due 2011; its 7 3/8% Remarketable or Redeemable Securities (ROARS) due 2013, which are putable this year; its 8 3/8% senior subordinated notes due 2007; its 10¼% senior subordinated notes due 2006; its 8½% senior subordinated notes due 2007; and its 8 7/8% senior subordinated notes due 2027.

AES also said that it intends to launch a consent solicitation on substantially similar terms that would cover its 8% Series A senior notes due 2008; its 8 3/8% Series F senior notes due 2011; and its 4½% convertible junior subordinated debentures due 2005. That consent solicitation will be launched once AES has complied with certain notification and filing requirements of the Securities Exchange Act of 1934, the New York Stock Exchange and the Luxemburg Stock Exchange.

The solicitation agent is Salomon Smith Barney (contact the Liability Management Group at 212 723-6106 or toll-free at 800 558-3745).

AS PREVIOUSLY ANNOUNCED: AES, an independent global power producer based in Arlington, Va., said on Dec. 12 that it had completed its previously announced exchange offer, under which it issued approximately $258 million face amount of new 10% senior secured notes due 2005 in exchange for approximately $240.013 million aggregate principal amount of its 8¾% senior notes due 2002 (80% of the originally outstanding $300 million), and $173.889 million aggregate principal amount of its 7 3/8% ROARS (approximately 87% of the originally outstanding $200 million). AES gave the holders of the existing notes $350 of the new 10% 2005 notes and $650 cash per $1,000 principal amount of the existing notes tendered.

Peabody Energy extends early tender date for 8 7/8% and 9 5/8% '08 notes

Peabody Energy Corp. said Thursday (March 13) that it had extended the early tender date of its previously announced tender offer for its outstanding 8 7/8% senior notes due 2008 and 9 5/8% senior subordinated notes due 2008.

The originally announced early tender deadline of 5 p.m. ET on Wednesday (March 12) has been extended to 5 p.m. ET on Friday (March 14), subject to possible further extension. The March 27 expiration of the tender offer was not extended.

Lehman Brothers Inc. (call collect at 212 528-7581 or toll-free at 800 438-3242, attention: Emily Shanks) is the dealer manager for the tender offer. The information agent is D.F. King & Co. Inc. (call collect at 212 269-5550 or toll-free at 800 967-7574).

AS PREVIOUSLY ANNOUNCED: Peabody Energy, a St. Louis-based coal producer, said on Feb. 27 that it was beginning a cash offer to purchase any and all of its $317.098 million of outstanding 8 7/8% notes and $392.219 million of outstanding 9 5/8% notes.

Peabody initially set an early tender deadline of 5 p.m. ET on March 12 (this was subsequently extended). It also said the offer would expire at 5 p.m. ET on March 27, subject to possible extension.

The company said that the total consideration to be paid for each note validly tendered and accepted for payment prior to the early tender deadline would be 104.75% of the principal amount for the 8 7/8% notes (i.e. $1,047.50 per $1,000 principal amount) and 105.125% of the principal amount for the 9 5/8% notes (i.e. $1,051.25 per $1,000 principal amount). All tendering holders of either series of notes would also receive accrued and unpaid interest up to, but not including, the settlement date.

Peabody said that the total consideration for each note tendered would include an early tender premium of 3% ($30 per $1,000 principal amount), payable for those notes tendered by the early tender deadline. Holders tendering their notes after that deadline but before the expiration of the tender offer will receive the total consideration minus the early tender premium, for a total of 101.75% of the principal amount for the 8 7/8% notes ($1,017.50 per $1,000 principal amount) and 102.125% of the principal amount for the 9 5/8% notes ($1,021.25 per $1,000 principal amount), plus interest for both series.

It further said that tenders of notes made prior to the early tender deadline could not be properly withdrawn, unless the company reduces the tender offer consideration or the early tender premium or is otherwise required by law to permit withdrawal. Tenders of notes made any time after the early tender deadline may be properly withdrawn at any time until the scheduled expiration.

The tender offer will be conditioned upon the consummation by Peabody of a new $600 million revolving credit facility and a new $600 million bank term loan, and issuance of $500 million of new senior debt (Peabody was heard by high yield syndicate sources to have sold $650 million of new bonds on Friday, March 14). Peabody plans to use a portion of the net proceeds from these financings to fund the purchase of the two series of outstanding notes under the terms of the tender offer.

Assuming the tender offer is consummated, Peabody intends to call any remaining outstanding notes for redemption on May 15 at a redemption price of 104.438% of the principal amount ($1,044.38 per $1,000 principal amount) for the 8 7/8% notes and 104.813% of the principal amount ($1,048.13 per $1,000 principal amount) for the 9 5/8% notes, plus, for each series, interest accrued and unpaid up to, but not including, the redemption date.

Sweetheart Cup gets required 12% '03 noteholder consents

Sweetheart Cup Company Inc. (Caa2) said on Thursday (March 13) that it had successfully completed the consent solicitation portion of its previously announced offer to exchange new debt for its outstanding 12% senior subordinated notes which are scheduled to come due on Sept. 1.

The company said that as of the now-expired consent deadline of 5 p.m. ET on Wednesday (March 12), it had received the requisite consents necessary to modify the notes' indenture, and had executed a supplemental indenture with the indenture trustee incorporating the desired changes, which eliminate certain restrictive covenants and other provisions in the indenture. Sweetheart said the modifications implemented by the Supplemental Indenture will not become operative until the completion of the exchange offer and consent solicitation. Any consent payment will be made promptly after the consummation of the exchange offer and consent solicitation.

Achievement of the requisite consents allows the exchange offer to continue; it is scheduled to expire on March 27.

Bear Sterns & Co. Inc. (call the Global Liability Management Group toll-free at 877 696-2327 is the dealer-manager for the exchange offer and consent solicitation. D.F. King & Co., Inc. is the information agent (call toll-free at 800 488-8075; banks and brokers call collect at 212 269-5550).

AS PREVIOUSLY ANNOUNCED: Sweetheart Cup, an Owens Mills, Md.-based maker of paper cups and other packaging products for the food-service industry, said on Feb. 14 that it was planning to offer to exchange new 12% senior notes due 2004 for its outstanding 12% 2003 notes. It said that it would also solicit consent of the 2003 noteholders to proposed changes in the notes' indenture that would eliminate most of the restrictive covenants.

Sweetheart said in an S-4 registration statement filed with the Securities and Exchange Commission that it would issue up to $110 million of the new 2004 notes in exchange for all of the outstanding 2003 notes. The new notes would be guaranteed by the company's corporate parent, Sweetheart Holdings Inc, and would be exchanged for the existing notes on a 1-for-1 basis.

It said that holders tendering notes under the exchange offer would also have to consent to the proposed indenture changes. Those holders validly tendering their notes (and thus, consenting to the indenture changes) before a consent deadline and not subsequently withdrawing them would be eligible to receive a consent payment equal to 1% of the principal amount of notes tendered. Holders not tendering their notes by the consent deadline would not be eligible to receive the consent payment.

Sweetheart did not initially set an expiration deadline or a consent deadline for the offer, and said the offer would commence as soon as is practicable after the registration becomes effective.

It said that holders tendering their notes before the consent deadline could withdraw their tendered notes and revoke their consents at any time prior to that deadline, but not afterward. Holders tendering after the consent deadline could withdraw their tendered notes and revoke consents at any time prior to the expiration date. It further said that holders could revoke consents at any time prior to the execution of the supplemental indenture implementing the proposed amendments to the indenture governing the 2003 notes.

The company cautioned noteholders choosing to not tender their notes under the exchange offer that most of the restrictive covenants and the related events of default and certain other provisions in the indenture governing those notes will be removed or substantially modified.

Sweetheart said that completion of the exchange offer would be subject to the satisfaction of several conditions, including - but not limited to - Sweetheart receiving tenders from the holders of at least 90% of the principal amount of the existing notes, and the company obtaining an amendment to its senior credit facility.

On Feb. 27, Sweetheart said that it had begun the previously announced exchange offer for its outstanding 12% 2003 notes, and had begun a related consent solicitation.

The company set the consent deadline at 5 p.m. ET on March 12, while the offer was scheduled expire at 5 p.m. ET on March 27, with both deadlines subject to possible extension.

Sweetheart said that holders could not tender their notes without consenting to the proposed amendments and could not deliver consents without tendering their notes. It said that approval of the proposed indenture amendments would require the consent of holders of at least a majority of the principal amount of the outstanding notes.

The company further said that the exchange offer and the consent solicitation would otherwise take place on terms which the company had previously outlined.

Claxson Interactive exchanged bonds in fourth quarter

Claxson Interactive Group Inc. said Thursday (March 13) that during the fourth quarter ended Dec. 31, 2002, it had exchanged new debt for most of its then-outstanding 11% senior notes due 2005, and realized a $15.3 million gain on the exchange transaction.

Claxson, a Buenos, Aires, Argentina-based global multimedia company providing branded Spanish- and Portugese-language entertainment content, said in its announcement of fourth quarter and full-year 2002 earnings that on Nov. 8, it had completed the exchange offer and consent solicitation related to the $80 million of outstanding 11% notes, which had been issued by its subsidiary, Imagen Satelital SA.

Claxson received valid tenders from holders representing $74.5 million of the principal amount of the 11% notes, or 93.1% of the issue. Under the terms of the exchange offer, the company issued tendering holders $41.3 million principal amount of 8¾% senior notes due 2010.

Fisher Scientific 8 1/8% '12 noteholders consent to indenture change

Fisher Scientific International Inc. (B2/B) said on Tuesday (March 11) that has received formal consent from the holders of its 8 1/8% senior subordinated notes due 2012 to amend Section 4.11 of the notes' indenture.

The amended section, as noted in Fisher's 8-K filing with the Securities and Exchange Commission, reads as follows: "SECTION 4.11. Limitation on Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company, other than guarantees of Indebtedness incurred pursuant to the New Credit Facility (but only if such Guarantees are permitted by clause (ii) of Section 4.3 or constitute Permitted Indebtedness), unless such Restricted Subsidiary, the Company and the Trustee execute and deliver a supplemental indenture evidencing such Restricted Subsidiary's guarantee of the Securities (a "Guarantee"), such Guarantee to be a senior subordinated unsecured obligation of such Restricted Subsidiary; provided that if any Subsidiary Guarantor is released from its guarantee with respect to Indebtedness outstanding Under the New Credit Facility and all other Indebtedness of the Company, such Subsidiary Guarantor shall automatically be released from its obligations as a Subsidiary Guarantor. Neither the Company nor any such Subsidiary Guarantor shall be required to make a notation on the Securities to reflect any such Guarantee. Nothing in this Section 4.11 shall be construed to permit any Restricted Subsidiary of the Company to incur Indebtedness otherwise prohibited by Section 4.3."

AS PREVIOUSLY ANNOUNCED: Fisher Scientific, a Hampton, N.H. supplier of scientific equipment, said on Jan. 9 that it would sell $200 million of 8 1/8% notes as an add-on to its existing $150 million of 8 1/8% debt, and would use the proceeds from the offering to repay a portion of its outstanding 9% senior subordinated notes due 2008. High yield syndicate sources heard that the company had sold the $200 million of the new senior subordinated notes percent senior subordinated notes due 2008 later that session at a price of 104.

On Feb. 3, Fisher said in its fourth-quarter earnings announcement that it expected to soon close a new $550 million senior secured credit facility, which would include a five-year, $150 million revolving credit facility and a seven-year, $400 million term-loan facility.

It said that the proceeds from the credit facility, and from the previously announced 8 1/8% add-on note sale, which settled on Jan. 14, would be used to refinance the 9% notes, which became callable after Jan. 31.

Fisher said that excluding approximately $45 million of one-time charges associated with the refinancing, $27 million in cash, the company estimates that the refinancing would provide $12 million to $14 million of pretax savings this year.

On Feb. 20, Fisher that it had issued a redemption notice for the remaining $400 million of its 9% notes (out of the $600 million originally issued). The notes will be redeemed at a price of 104.50% of par ($1,045 per $1,000 principal amount), plus accrued interest up to the redemption date. Fisher expects the redemption to be completed by March 21.

It said that the redemption will be funded with the proceeds of its recently completed senior secured credit facility.

Fisher said that earlier in the month, it had redeemed $200 million of the 9% notes with the proceeds of its recently completed $200 million sale of 8 1/8% senior subordinated notes due 2012.

New Millennium Homes extends exchange offer for zero-coupon '04 notes

New Millennium Homes LLC said Tuesday (March 11) that it had extended its previously announced offer to exchange newly issued zero-coupon notes for a like amount of outstanding zero-coupon notes due 2004, and the related consent solicitation.

The company said that the exchange offer was extended from the original deadline of 5 p.m. ET on March 10 to 5 P.M. ET on March 24, subject to possible further extension.

As of the original deadline, $100.154 million principal amount of 2004 notes had been properly tendered to exchange agent representing approximately 88% of outstanding notes. Of that amount, $13.062 million principal amount of the notes had been tendered pursuant to procedures for guaranteed delivery, but had not been physically delivered to the exchange agent.

U.S. Bank NA in St. Paul, Minn. (call 800 934-6802) is the exchange agent for the transaction.

AS PREVIOUSLY ANNOUNCED: New Millennium, a Calabasas, Calif.-based homebuilder, said on Jan. 31 that it was planning an offer to exchange up to $114.051 million principal amount of newly issued zero-coupon notes due 2007 for a like amount of the outstanding 2004 notes.

New Millennium, said in a Form T-3 filed with the Securities and Exchange Commission that in addition to the exchange offer, it planned to solicit the consent of the holders of the existing notes to certain amendments to the notes' indenture, as well as to the termination of the related pledge agreement between the company and U.S. Bank Trust National Association, as the secured party, and the release of the capital stock of New Millennium's two subsidiaries currently pledged as collateral under the pledge agreement.

New Millennium did not initially outline a timetable for the planned exchange offer.

The company said that U.S. Bank Corporate Trust would be the exchange agent for the transaction.

On Feb. 7, New Millennium officially announced the start of the previously mentioned exchange offer in an amended T-3 filing with the SEC. It initially set 5 p.m. ET on March 10 as the expiration deadline for the offer (this was subsequently extended).

It said it would solicit the consent of the noteholders to indenture changes aimed at eliminating substantially all of the restrictive covenants and certain of the event-of-default provisions, and modifying or eliminating other provisions (including those requiring the pledge of the equity securities of New Millennium's subsidiaries).

The company said that in order for the indenture changes to become effective, it would require the consent of the holders of at least a majority of the outstanding notes.

New Millennium said it had been advised by the holders of approximately 60% of both the aggregate principal amount of the existing notes and the outstanding Series A Participating Perpetual Preferred Shares held by the holders of the notes that they intend to support the exchange offer and will tender their notes for exchange under the terms of the offer.

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