Grohe makes consent payment, enters supplemental indenture in 11½% ' 10 note solicitation

Grohe Holding GmbH (B2/B) said on Monday (April 7) that along with the Bank of New York, London Branch, as trustee, it had entered into a first supplemental indenture amending certain indenture provisions governing its 11½% senior notes due 2010, which were the subject of a previously announced and completed consent solicitation. It also gave effect to certain waivers under the indenture, with all changes and waivers effective as of last Thursday (April 3).

Grohe said the amendments and waivers (a) permit Grohe to repay a portion of its shareholder loans, (b) permit certain Grohe subsidiaries, in connection with a refinancing of their senior secured credit facility, to secure a greater amount of indebtedness than previously existed, (c) permit certain subsidiaries of the company to incur in connection with that refinancing a greater amount of indebtedness senior to the notes than previously existed, and (d) 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.

Grohe also made consent payments of €72.50 per €1,000 principal amount notes to The Bank of New York, as tabulation agent, for distribution to qualifying holders of record of notes who consented to the consent solicitation with respect to the amendments and waivers by the March 27 expiration deadline.

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. acted 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.

AS PREVIOUSLY ANNOUNCED: Grohe Holding, a German-based manufacturer of faucets, showerheads and other plumbing and sanitary system products, said on March 6 that it planned to seek the consent of holders of at least a majority in principal amount of its 11.5% notes to certain amendments in the notes' indenture and waivers to certain indenture provisions.

Grohe 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 (this deadline was subsequently extended). Grohe said it would offer holders consenting 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.

On March 21, Grohe said that it had made what it termed its "final increase" to the consent payment it was offering the noteholders, raising it to €72.5 per €1,000 principal amount of notes tendered (up from the previously announced €60 per €1,000 principal amount).

It also announced what it termed the "final extension" of the consent solicitation, to 5 p.m. central European time on March 27, from the previous March 19 deadline. It said that all consents given previously would remain valid and be subject to the increased consent payment, unless properly revoked. All other previously announced terms of the consent solicitation remained unchanged.

On March 25, Grohe said that it had received a proposal from certain holders of its 11½% notes, seeking further changes in the amended terms of its previously announced consent solicitation among the noteholders.

Grohe said that it received a proposal from a group of bondholders on March 21, outlining alternative terms for the pending consent solicitation. Grohe said that while it "appreciates the desire of the [bondholders'] group to engage in a constructive dialogue," it was declining to change the terms of the solicitation, saying that the company "believes it has offered holders of record of [the] notes collectively an attractive business proposition."

Grohe further asserted that following the previously announced increase in the consent payment to be paid to holders properly delivering their consents (to €72.5 per €1,000 principal amount), the company "has no further flexibility to increase the price," and reiterated that the price, other terms and the deadline would all remain unchanged.

It said that if the requisite number of consents (i.e. from holders of a majority of the notes) were not received by the March 27 deadline, Grohe would allow the consent solicitation to lapse.

On March 31, Grohe said that it had completed its consent solicitation, which expired as scheduled at 5 p.m. central European time on March 27, without extension. The company received the required consents.

Grohe said that once the new senior secured credit facility was funded, it would implement the proposed amendments and waivers and pay holders of record who validly consented to the consent solicitation by the deadline, consent payments of €72.50 per €1,000 principal amount of notes.

Grohe said that it expected to transfer such payments to the tabulation agent for distribution by Friday (April 4).

Freeport accepts $100.5 million 7.2% notes due '26 in tender

Freeport-McMoRan Copper & Gold Inc. said it completed the tender offer for its 7.20% senior notes due 2026 and putable in November 2003 by accepting for purchase $100.5 million principal amount.

That amount is approximately 40% of the outstanding notes.

The New Orleans copper, gold and silver miner said final settlement of the tender is expected on April 8. The tender ended at 5.00 p.m. ET on April 3.

AS PREVIOUSLY ANNOUNCED: Freeport-McMoRan (B3/B-) said on 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. The tender for the 7.5% notes was subsequently extended to midnight ET on April 16 and modified to increase the payment.

Freeport 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 price for the 7.50% notes was subsequently increased to $1,030 per $1,00 principal amount.

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.

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.

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