TransWestern receives tenders of 86.4% of 9 5/8% notes

New York, March 2 - TransWestern Publishing Co. LLC said it received tenders of $185.7 million or 86.4% of the $215 million outstanding principal amount of series F 9 5/8% senior subordinated notes due 2007 issued by TransWestern Publishing and TWP Capital Corp. II.

The tender offer expired at midnight ET on March 1.

TransWestern added that it expects to redeem the remaining $29.2 million of notes on April 1 under the terms of the indenture.

TransWestern previously said on Feb. 13 that it had received tenders and related consents for 86.4% of its $215 million principal amount of series F 9 5/8% senior subordinated notes due 2007.

TransWestern said the response means it has enough consents to amend the indenture of the notes.

The consent solicitation expired at 5 p.m. ET on Feb. 13.

TransWestern said on Feb. 3 it had begun a cash tender offer for all of its $215 million 9 5/8% notes, which had been jointly issued by TransWestern Publishing and its TWP Capital Corp. II affiliate.

The company was also soliciting noteholder consents to proposed indenture changes that would eliminate substantially all restrictive covenants and certain event-of-default provisions.

TransWestern Publishing, a San Diego-based independent publisher of community telephone directories, said it will pay $1,035.83 per $1,000 principal amount of notes tendered by the consent deadline and accepted for payment, which includes a consent payment of $3.75 per $1,000 principal amount.

Holders tendering after the consent deadline will receive the tender price of $1,032.08 per $1,000 principal amount but will not receive the consent payment. All payments will include accrued and unpaid interest on the principal amount tendered up to, but not including, the payment date.

Holders may withdraw their tendered notes before the consent date but generally may not withdraw their notes after the consent date.

TransWestern Publishing said it intends to finance the tender offer with a portion of the net proceeds from new senior secured credit facilities to be entered into among TransWestern Publishing and certain of its affiliates. In addition, the issuers intend to use a portion of the net proceeds from the new credit facilities to redeem any notes that are not tendered, under the terms of the indenture.

The current redemption price for the notes is $1,032.08 per $1,000 principal amount plus accrued and unpaid interest.

TransWestern said that completion of the tender offer and consent solicitation, and its obligation to pay noteholders the specified consideration for validly tendered notes that are not subsequently withdrawn, is subject to a number of conditions, including the company's receipt of the consent of a sufficient number of holders to amend the indenture, as defined in the official offer to purchase; and the funding of the new credit facilities.

TransWestern Publishing has retained Goldman, Sachs & Co. to serve as dealer-manager and solicitation agent (call 800-828-3182 or call collect at 212-357-3019). D.F. King & Co. Inc. will serve as information agent (call 800-848-2998).

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