Mail-Well calls 8¾% notes

New York, Feb. 5 - Mail-Well Inc.'s Mail-Well I Corp. (B1/B) subsidiary said it will redeem its 8¾% senior subordinated notes due 2008 on March 8.

The company is currently tendering for the securities in an offer which expires at midnight ET Feb. 18.

The call applies to any notes not tendered. Holders will receive $1,043.75 per $1,000 principal amount plus accrued interest.

On Feb. 4, Mail-Well I said it obtained the necessary consents to amend the indenture for its $300 million principal amount of 8¾% senior subordinated notes due 2008.

The consent solicitation expired at 5 p.m. ET Feb. 3. Consents were needed from holders of a majority of the principal amount of the notes.

Mail Well I, a subsidiary of Englewood, Colo., commercial printing and envelope manufacturing company Mail-Well Inc., said the amendments, which eliminate substantially all the restrictive covenants and certain events of default, will only take effect if the notes are accepted for payment and paid.

Mail-Well announced the cash tender offer and consent solicitation on Jan. 21.

Mail-Well said that holders who validly tender their notes by the consent deadline will receive $1,045 per $1,000 principal amount; the total includes a $30 per $1,000 principal amount consent payment in addition to the basic tender offer price of $1,015 per $1,000 principal amount.

Holders tendering after the consent deadline but before the expiration will receive the tender offer price but no consent payment.

All validly tendering holders will also receive accrued and unpaid interest up to, but not including, the applicable date of payment.

The company said that holders tendering their notes will be required to consent to the proposed indenture amendments, which will eliminate substantially all of the restrictive covenants. Adoption of the proposed amendments requires the consent of holders of at least a majority of the outstanding principal amount of notes. Holders may not tender their notes without also delivering consents or deliver consents without also tendering their notes.

Mail-Well said that the tender offer is subject to certain conditions, including the tender of a majority of the outstanding principal amount of the notes; consummation of the required financing; consent from the company's credit facility lenders; and other customary conditions.

Credit Suisse First Boston LLC is dealer manager and solicitation agent for the offer (call CSFB's Liability Management Group at 800 820-1653 or collect at 212 538-4807. MacKenzie Partners Inc. is the information agent (800 322-2885 or collect at 212 929-5500).

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