Eye Care Centers again extends tender offer for 9 1/8% notes, floating-rate term securities

New York, Feb. 16 - Eye Care Centers of America Inc. said it has again extended its tender offer and related consent solicitation for its 9 1/8% senior subordinated notes due 2008 and floating-rate subordinated term securities due 2008, this time to 9 a.m. ET on March 1 from midnight ET on Feb. 16. It was originally announced to expire on Jan. 31.

The depositary for the offer said that noteholders had validly tendered $92.135 million of the 9 1/8% notes, or about 92% of the amount outstanding, and all $30 million of the floating-rate notes by the original deadline of 5 p.m. ET on Jan. 31. The amount of 9 1/8% notes was up marginally from $91.935 million at the previous announcement on Feb. 1.

Eye Care previously extended the tender on Feb. 1 and also said that it had accepted all consents to proposed indenture changes that were validly tendered before the consent deadline at 5 p.m. ET on Jan. 14 and has executed a supplemental indenture incorporating the proposed amendments, which will become effective upon acceptance for payment of the notes. Notes tendered and consents delivered prior to the consent deadline may no longer be withdrawn or revoked.

As previously announced, Eye Care Centers, a San Antonio, Texas-based operator of optical retail stores, said on Jan. 3 that it had begun a cash tender offer for its $100 million principal amount of 9 1/8% notes and $30 million principal amount of floating-rate securities and was also soliciting consents to amend the note indenture to eliminate substantially all of the covenants and certain events of default.

The company set a now-expired consent deadline of 5 p.m. ET on Jan. 14 and initially said that the tender offer would expire at midnight ET on Jan. 31, although the expiration has now been extended.

It said holders tendering by the consent deadline would receive total consideration of $1,032.92 per $1,000 principal amount of the 9 1/8% notes and $1,002.50 per $1,000 principal amount of the floating-rate notes, including in each case a $2.50 per $1,000 consent payment.

Holders tendering after the consent deadline but before the expiration would receive consideration of $1,030.42 per $1,000 principal amount of fixed-rate notes and par for the floating-rate notes but would not receive the consent payment.

All tendering noteholders would also receive accrued interest up to but not including the date of payment.

Eye Care Centers said it intends to redeem any notes not tendered after the offer expires.

It said the tender would be subject to various conditions, including the completion of the acquisition of Eye Care Centers by Moulin International Holdings Ltd. and Golden Gate Capital and the related financing transactions, as well as the receipt of consents necessary to approve the amendments to the indenture.

Global Bondholder Services Corp. is the information agent and depositary (866 294-2200 or call collect 212 430-3774). J.P. Morgan Securities Inc. is the dealer manager and solicitation agent (call collect 212 270-7407).

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