Foster Wheeler receives tenders of $133.49 million 10.359% notes by consent deadline

New York, Oct. 28 - Foster Wheeler Ltd. said it received tenders of $133.48825 million of its 10.359% senior secured notes due 2011 by the consent deadline.

The company also said it has enough consents to amend the notes.

The consent deadline was 5 p.m. ET on Oct. 27. The underlying exchange continues to 5 p.m. ET on Nov. 10.

Foster Wheeler said Oct. 13 that it had begun the exchange in which it was offering stock for up to $150 million of its outstanding $261.5 million 10.359% notes.

As announced Oct. 10, the Clinton, N.J.-based engineering and construction firm has entered into a lock-up agreement with holders of $133.5 million or 51.1% of the notes to participate in the exchange.

Under the terms of the offer, Foster Wheeler will exchange 40.179 shares for each $1,000 principal amount of the notes, including accrued interest.

For the debt so far tendered, Foster Wheeler will issue 5.363 million shares.

The notes are currently callable at 113.1% of par plus accrued interest, Foster Wheeler noted. On Oct. 10, when the exchange was announced, the notes were quoted at 112.5. Foster Wheeler stock closed Thursday at $27.67.

Foster Wheeler was also soliciting consents to amend the note indenture to eliminate the restrictive covenants - but to leave the security and guarantees for the notes unchanged.

Holders who consented will receive a fee of $10 per $1,000 principal amount.

The consent solicitation is intended to give Foster Wheeler more financial and operating flexibility.

If the tender offer is oversubscribed, Foster Wheeler will first exchange notes tendered under the lock-up agreement and then others on a pro rata basis up to the $150 million limit.

Settlement of the exchange will be in two stages. For participants in the lock-up agreement, closing will be "promptly" after Oct. 27 with settlement four business days later, while for others it will be "promptly" after Nov. 10 with settlement four business days later. Any consent fees will be paid on the second settlement.

Foster Wheeler said the exchange will be accretive to earnings in 2006 and reduce the company's debt to its lowest level in more than 15 years.

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