AES tenders for nine series of debt securities as part of refinancing

The AES Corp. said Friday (April 4) that it plans to launch a refinancing transaction that will include the private placement under Rule 144A of an estimated $1 billion offering of new second priority senior secured notes, which will fund a cash tender offer to acquire a total of $525 million face amount of its outstanding senior and subordinated notes. The proceeds will also fund an amendment and partial paydown of $475 million of outstanding borrowings under its senior bank facility.

AES, an Arlington, Va.-based independent power producer, said that the tender offer will expire at 5 p.m. ET on May 2, subject to possible extension. It is setting an early tender deadline of 5 p.m. ET on April 21, also subject to possible extension. Holders who tender by this latter early tender deadline will be entitled to an early tender premium of $20 per $1,000 principal amount of notes tendered as part of their total consideration; holders who tender after the early consent deadline will receive only the tender offer consideration (i.e., total consideration minus the early tender premium). Tenders of notes may not be withdrawn after the April 21 early tender deadline, except under limited circumstances. All tendering holders will also receive unpaid and accrued interest on their notes up to, but not including the settlement date.

AES is tendering for up to $20 million face amount of its $199.022 million of outstanding 8% series A senior notes due 2008, offering total consideration of $850 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $40 million face amount of its $400 million of outstanding 8¾% series G senior notes due 2008, offering total consideration of $910 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $75 million face amount of its $750 million of outstanding 9½% series B senior notes due 2009, offering total consideration of $920 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $86 million face amount of its $850 million of outstanding 9 3/8% series C senior notes due 2010, offering total consideration of $920 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $54 million face amount of its $536.69 million of outstanding 8 7/8% series E senior notes due 2011, offering total consideration of $890 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $55 million face amount of its $217.050 million of outstanding 10¼% senior subordinated notes due 2006, offering total consideration of $880 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $77 million face amount of its $303.29 million of outstanding 8 3/8% senior subordinated notes due 2007, offering total consideration of $810 per $1,000 principal amount, including the $20 early tender premium.

It is tendering for up to $86 million face amount of its $338.165 million of outstanding 8½% senior subordinated notes due 2007, offering total consideration of $810 per $1,000 principal amount, including the $20 early tender premium.

And it is tendering for up to $32 million face amount of its $125 million of outstanding 8 7/8% senior subordinated notes due 2027, offering total consideration of $670 per $1,000 principal amount, including the $20 early tender premium.

AES said it may increase the principal amount of notes that it is seeking to purchase depending on the amount of proceeds that it receives from the proposed private placement, provided that the aggregate principal amount of the notes purchased will not exceed $1.3 billion.

The company said that its obligation to accept notes tendered and pay the tender offer consideration and any early tender premium is subject to a number of conditions set forth in the official Offer to Purchase and Letter of Transmittal for the tender offer, including the completion of the proposed private placement of new notes and the effectiveness of an amendment to AES' senior credit facility (AES said that in conjunction with the refinancing transaction, it is also seeking an amendment to certain provisions of its senior secured credit facility to permit the proposed private placement and the tender offer, and to make certain other changes. In connection with the refinancing and the amendment, and subject to consummation of the proposed private placement of new notes, AES will repay $475 million of borrowings under the senior secured credit facility).

Salomon Smith Barney (call the Liability Management Group at 800 558-3745) and UBS Warburg LLC (call the Liability Management Group at 888 722-9555, ext. 8035) are the joint dealer managers for the tender offer. Wells Fargo Bank Minnesota, NA (call 800 344-5128) is the depositary and information agent in connection with the tender offer.

J. Crew offers 16% notes for existing 13 1/8% debentures

New York, April 4 - J. Crew Group, Inc. said it is offering to exchange new 16% senior discount contingent principal notes due 2008 for its existing 13 1/8% senior discount debentures due 2008.

The New York-based company said that as part of the exchange it will not pay interest on the existing debentures on the due date of April 15. Instead it will pay the interest on the settlement date of the exchange offer, expected to be May 6, along with interest at 13 1/8% from April 15 through May 6 to holders who do not tender the existing debentures.

Holders of a majority of the principal amount of the existing debentures have agreed to tender their securities in the offer, J. Crew said, adding that as a result it has reached the minimum tender requirement that a majority of the existing securities be tendered.

In conjunction with the exchange, J. Crew is also soliciting consents to amend the indenture of the existing debentures to eliminate most restrictive covenants.

The exchange offer is being conducted through its J. Crew's newly formed wholly owned subsidiary J. Crew Intermediate LLC.

The new notes will not be registered under the Securities Act of 1933 as amended and will only be offered to qualified institutional buyers.

Grupo TMM extends exchange offers for 9½% '03, 10¼% '06 notes

Grupo TMM SA said on Friday (April 4) that it had extended its previously announced exchange offers to exchange new longer maturity debt for all of its outstanding 9½% senior notes due later this year and its 10¼% senior notes due 2006.

The company said the offer had been extended to 5 p.m. ET on April 17, subject to possible further extension, from the previous April 3 deadline.

It said that as of 5 p.m. ET on April 3, approximately $61.289 million principal amount of the 9½% notes, or 34.65% of the outstanding amount, had been tendered and not withdrawn, while $174.216 million principal amount of the 10¼% notes, or 87.11% of the outstanding amount, representing a majority of the notes, had been tendered and not withdrawn. That represents an increase in the amount of both series of notes tendered versus the previously announced tendered amounts of $60.745 million principal amount of the 9½% notes, or 34.34% of the outstanding amount, and $172.141 million principal amount of the 10¼% notes, or 86.07% of the outstanding amount.

While the condition that a majority of the 10¼% notes be tendered had been fulfilled, the revised minimum tender condition of 80% of the 9½% notes remained unmet.

Salomon Smith Barney Inc. is acting as the dealer manager for the exchange offers and consent solicitations. Mellon Investor Services (call toll-free at 888 689-1607; banks and brokers call 917 320-6286) is the information agent.

AS PREVIOUSLY ANNOUNCED, Grupo TMM, a Mexico-City-based provider of land and ocean transportation services, said on Aug. 29 that it intended to offer to exchange new debt securities for all of its outstanding 9½% and 10¼% notes. It said the exchange offers would be undertaken consistent with its previously announced plan to extend the company's debt maturities and obtain additional financial flexibility.

TMM said that the terms of the planned exchange, including the interest rate of the new debt securities, had not been finalized, but it expected that the securities would be senior unsecured debt of Grupo TMM maturing in 2009. In addition, it said that the new debt securities would be guaranteed on a senior unsecured basis by TMM Holdings SA de CV, a newly-formed, wholly-owned subsidiary of Grupo TMM, which would indirectly hold all of its parent's approximately 51% voting and 38.4% effective economic interest in another subsidiary, Grupo TFM SA de CV, through which Grupo TMM conducts its rail operations.

Grupo TMM further said that in connection with the exchange offers, it expected to solicit consents from the holders of the outstanding 9½% and 10¼% notes, seeking to amend or eliminate certain of the covenants contained in the notes' indentures. It said that holders who tender notes and give their consents prior to the deadline that would be established for the consent solicitation would be entitled to receive a cash consent fee. The amendments would only become effective upon completion of the exchange offers and consent solicitations, which would be described in detail in the official offering material.

On Dec. 26, Grupo TMM said that it had begun its previously announced offers to exchange new, longer-maturity debt for all of its outstanding 9½% and 10¼% notes, and said the exchange offers would expire at 5 p.m. ET on Feb. 11, 2003 (this deadline was subsequently extended).

Grupo TMM said it would offer a like principal amount of its new 10¾% percent senior notes due 2009 for the existing notes; the new notes would be issued at the time the exchange offers close. They would be guaranteed on a senior unsecured basis by TMM Holdings, SA de CV.

The company said that concurrently with the exchange offers, it was also soliciting consents from holders of the existing notes for certain amendments which would eliminate certain restrictive covenants and amend certain other provisions of the respective indentures under which the existing notes were issued. Holders tendering their notes in the exchange offers would be considered to have given their consent to the proposed amendments applicable to the series of existing notes being tendered.

Subject to the terms and conditions contained in the prospectus and letter of transmittal related to the exchange offers and consent solicitations, Grupo TMM said it would pay a cash consent fee in an amount of $5 per $1,000 principal amount of existing notes validly tendered and not subsequently revoked by the consent payment deadline of 5 p.m. ET on Jan. 28, subject to possible extension.

The company said the obligation of Grupo TMM to consummate either exchange offer would be conditioned upon, among other things, receipt of valid and unrevoked tenders representing at least 85% of the outstanding principal amount of the 9½% notes and at least a majority of the outstanding principal amount of the 10¼% notes.

It said tenders and the related consents could not be withdrawn at any time after the consent payment deadline, unless that deadline were to be extended by Grupo TMM with respect to one or both series of existing notes.

On Feb. 12, Grupo TMM said that it had extended the expiration date of the offers to 5 p.m. ET on Feb. 18, subject to possible further extension, from the original Feb. 11 deadline. As of 5 p.m. ET on Feb. 11, $54.198 million of the 9½% notes, or approximately 30.64% of the outstanding amount, and $109.164 million of the 10¼% notes, or 54.58% of the outstanding amount, had been tendered and not withdrawn.

While that fulfilled the minimum tender condition of at least a majority of the 10¼% notes, the 85% minimum tender condition for the 9½% notes remained unmet at that time.

The company subsequently extended the expiration date of the offers several times; however, at each new expiration date, the minimum tender condition for the 9½% notes remained unmet, even after TMM had announced on Feb. 18 that it had reduced the minimum tender level for the 9½% notes to 80% from the original 85%.

Grupo TMM also said on Feb. 18 that it had amended the terms of the offers to include warrants to purchase American Depositary Shares of Grupo TMM as part of the consideration being offered to holders of the 9½% notes, and to offer all holders of the 9½% notes a consent fee of $5 per $1,000 principal amount of notes (rather than just those who had tendered by the now-expired Jan. 28 consent deadline). All other terms and conditions of the exchange offers and the consent solicitations would remain the same.

On Feb. 24, Grupo TMM, besides again extending the exchange offers, also supplied additional specific details of its previously announced proposed amendment to the economic terms of the offer for the 9½% notes, which were contained in a registration statement filed with the Securities and Exchange Commission. It said that it planned to offer 55 warrants (to purchase the company's American Depositary Shares) per $1,000 principal amount of the 9½% notes tendered and accepted for payment, in addition to the previously announced compensation.

It said that each warrant would be exercisable to purchase one ADS, representing one of the company's Series A Shares, at an exercise price of $9.00 per warrant, subject to certain adjustments, payable only by surrender of the new notes offered in the exchange offers (subject to limitations). If all of the 2003 notes were tendered and exchanged, the company would issue approximately 9.7 million ADSs. Unless exercised, the warrants will expire in 2010.

Grupo TMM said that the changes described in the new registration statement and the amendment would not be offered to holders and would not become a part of the existing exchange offers pending further action by Grupo TMM and the SEC to complete the new registration statement and have it declared effective by the commission.

On March 6, Grupo TMM, besides again extending the exchange offers (to 5 p.m. ET on March 20, subject to possible further extension), also said that the registration filed with the SEC amending the terms of the exchange offers and consent solicitations had become effective. The amendments allow the company to add warrants for its common stock to the compensation package it is offering to the 9½% noteholders to encourage their participation.

The exchange was further extended on March 21.

Lexington Precision extends offer again

Lexington Precision Corp. announced Thursday (April 3) that it is extending the expiration date of its offer to exchange its 12¾% senior subordinated notes due Feb. 1, 2000 for new units consisting of 11½% senior subordinated notes due August 1, 2007 and warrants to purchase common stock.

The offer, which was scheduled to expire at midnight ET on April 3, was extended to midnight ET on April 24, unless further extended.

AS PREVIOUSLY ANNOUNCED Lexington Precision, a New York-based manufacturer of rubber and metal components for the automobile and medical devices industries, said on July 10 that it had begun an exchange offer for its $27.412 million of outstanding 12¾% notes. Under the terms of the exchange as originally announced - a number of the terms would be subsequently amended, as indicated - the offer is open only to holders of record (as of July 1) of the existing notes. The company would give them a principal amount of new 11½% senior subordinated notes due 2007 equal to the sum of the principal amount of the outstanding 12¾% notes, plus the accrued interest on those notes from Aug. 1 1999, through April 30, 2002. The company said that accrued interest would total $350.625 per $1,000 principal amount of the existing notes. It said that if all of the outstanding existing notes were to be tendered and the exchange offer completed, Lexington Precision would issue new 11½% notes to cover a total of $9.611 million of accrued interest from the existing notes.

Lexington Precision initially said that the exchange offer would expire at midnight ET on Aug. 7, although this deadline was subsequently extended multiple times. It said that interest on the new 11½% notes would accrue from May 1, 2002; interest for the three-month period ended July 31 would be paid on the issue date of the 11½% notes, and after that, would be payable quarterly on each November 1, February 1, May 1, and August 1. The company said that holders of the new 11½% notes would also receive a participation fee equal to $22.20 per $1,000 principal amount of 11½% notes issued, payable in three equal installments on Sept. 30, 2002, Dec. 31, 2002 and March 31, 2003. Lexington further said it would also issue to the holders of the new notes warrants to purchase 10 shares of common stock per $1,000 principal amount of notes; the warrants would allow their holders to buy the stock at a price of $3.50 per share at any time during the period from Jan. 1, 2004 through Aug. 1, 2007. Prior to Jan. 1, 2004, the warrants will not be detachable from the 11½% notes and will be transferable only as part of a unit with the notes.

The company said that it was undertaking the exchange offer as part of a larger comprehensive financial restructuring plan that would also involve an extension of the company's 10½% senior notes and 14% junior subordinated notes, and a refinancing of the company's senior, secured credit facilities. It said that completion of the exchange offer would be subject to a number of conditions, including the refinancing of Lexington's other debt on satisfactory terms. Completion of the exchange offer would also be subject to the condition that at least 99% of the outstanding 12¾% notes be tendered for exchange and not withdrawn. The company warned that if the exchange offer were to be completed, it would not pay principal or accrued interest on any untendered 12¾% notes. It further said that the exchange offer reflects an agreement in principle that it reached with the four largest holders of its 12¾% notes, who among them control a total of $20.49 million of the 12¾% notes, or 74.7% of the $27.412 million outstanding.

On Aug. 7, the company extended the expiration of the exchange offer to 12 midnight ET on Aug. 30, and on Aug. 30, it said that it had again extended the offer to midnight ET on Sept. 30 and said that it had received tenders of $27,131,875 of the notes, or 98.98% of the outstanding amount, just shy of the 99% minimum tender condition. On Sept. 30, Lexington announced the further extension of the offer to 12 midnight ET on Oct. 18, and said that it had received tenders of $27,208,875 of the notes, or slightly more than 99% of the outstanding amount, satisfying the minimum tender condition to the consummation of the exchange offer. On Oct. 18, the company announced the further extension of the offer to 12 midnight on Oct. 31, subject to possible further extension, and said that as of Oct. 18, some $27,209,125 of the notes, or slightly more than 99% of the outstanding amount, had been tendered.

A series of similar announcements further extending the offer were subsequently made, most recently on March 7, with the same level of noteholder participation as previously announced.

Also on March 7, Lexington announced several amendments to the previously announced terms of the offer; it said that under the terms of the amended exchange offer, tendering holders of the 12¾% notes will receive new 11½% senior subordinated notes due 2007, in a principal amount equal to the sum of the principal amount of 12¾% notes tendered, plus the accrued interest on those notes for the period of Aug. 1, 1999, through the day before the date the amended exchange offer is consummated (prior to the amendment, only accrued interest through April 30, 2002, was to be converted into new 11½% notes).

If the amended exchange offer is consummated on March 25, the accrued interest would total $465.3750 per $1,000 principal amount of 12¾% notes tendered (up from the previously announced $350.625 per $1,000 principal amount tendered). If all of the existing 12¾% notes are tendered, and the exchange offer is completed, $12.757 million of accrued interest will be converted into new 11½% notes (up from the previously announced $9.611 million of total accrued interest).

Interest on the new 11½% notes will accrue from the date the amended exchange offer is consummated, and will be payable quarterly on each May 1, August 1, Nov. 1, and Feb. 1 (prior to the amendment, interest on the new 11½% notes was to accrue from May 1, 2002).

Tendering holders of the 12¾% notes will also receive a participation fee equal to $30 for each $1,000 principal amount of 12¾% notes tendered. The participation fee will be payable in cash on the date the amended exchange offer is consummated (prior to the amendment, a participation fee of $22.20 per $1.00 principal amount of notes tendered was to be paid in three installments).

Lexington said the amended exchange offer is a component of a comprehensive financial restructuring plan that would also involve a refinancing of the company's senior secured credit facilities, the repurchase, at a discount, of the company's 10½% senior notes, an extension of the principal amount of the company's 14% junior subordinated notes, and a conversion of the accrued interest on the 14% notes to common stock (previously, the company had said that it intended to extend the 10½% notes rather than repurchase them at a discount, and made no mention of converting the 14% notes' accrued interest to common stock). The completion of the amended exchange offer will be subject to a number of conditions precedent, including the refinancing or retirement of all of the company's debt, other than the 12¾% notes, on terms satisfactory to the company. The company decided to amend the exchange offer in order to enhance the likelihood of its completing a refinancing of its senior, secured debt on satisfactory terms.

All other previously announced terms of the offer which have not been specifically amended remain in effect.

The company said it has discussed the amendment to the exchange offer with representatives of the four largest holders of the 12¾% notes, who have indicated their intention to continue to participate in the exchange offer, as amended.

Holders who had already tendered their 12¾% notes and who wish to participate in the amended exchange offer do not need to take any further action. Holders who have not tendered their 12¾% notes but who wish to participate in the amended exchange offer should follow the directions for tendering notes set forth in the amended offering circular. Holders who have already tendered their 12¾% notes but who do not wish to participate in the amended exchange offer should follow the directions for withdrawing tendered notes set forth in the offering circular.

The offer was again extended on March 20 until April 3.

Anchor Lamina buys back $1.5 million notes

Anchor Lamina Inc. said it bought back $1.5 million principal amount of 9.875% senior subordinated notes due Feb. 1, 2008 in the open market at a cost of $0.8 million.

The Windsor, Ont. company said in a filing with the Securities and Exchange Commission Thursday that the purchases were made after the end of its fiscal quarter on Feb. 28.

La Quinta accepts $180 million notes in tender offer

La Quinta Corp. said Thursday (April 3) it accepted a total of $180 million of its debt securities for purchase in its recent cash tender offer which expired at midnight ET on April 1.

The figure is based on the amount of notes validly tendered, according to the depositary for the offer.

La Quinta accepted $66 million of its 7.82% notes putable in 2003 and due 2026, leaving $24 million outstanding; $9 million of its 7.51% medium-term notes due 2003 leaving $7 million outstanding; $44 million of its 7.25% senior notes due 2004 leaving $20 million outstanding; and $61 million 7.114% exercisable put option securities due 2004 leaving $33 million outstanding.

AS PREVIOUSLY ANNOUNCED: On March 5 La Quinta Corp. and La Quinta Properties, Inc. announced La Quinta Properties, Inc. had commenced cash tender offers for three of its notes and for the securities issued by a trust which holds another of its notes, as described below. The scheduled expiration date was midnight ET on April 1 unless extended. The Dallas limited service lodging company said it would pay an early tender premium for securities tendered by 5:00 p.m. ET on March 13.

La Quinta said it was tendering for any and all of its $90.449 million 7.82% notes due 2026 and putable in 2003 at a price of 102.25 if tendered early or 100.25; its $16.111 million principal amount of 7.51% medium-term notes due 2003 at 102.25 if tendered early or 100.25; $63.915 million principal amount of 7.25% senior notes due 2004 at 103.375 if tendered early or 100.375; and its $93.634 million outstanding 7.114% exercisable put option securities (X-POS securities) due 2004 at 104 or 101 if tendered early.

The tender for the 2026 notes and medium-term notes was conditional on at least $110 million of proceeds being raised from a new note offering. The offer for the 2004 notes was conditional on enough proceeds above $150 million to fund the tender and the offer for the X-POS securities was conditional on enough proceeds above $150 million to fund the tender for these securities and the 2004 notes.

Lehman Brothers Inc. (212 528-7581 or 800 438-3242) was dealer manager and D.F. King & Co. (800 967-7574 or, for banks and brokers, 212 269-5550) was information agent.

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