IPC accepts $144.53 million 11½% notes due 2009 in tender offer

By Jennifer Chiou

New York, Aug. 5 - IPC Acquisition Corp. said it accepted $144,525,000 or 96.35% of its 11½% senior subordinated notes due 2009 as its tender offer expired at 10 a.m. ET on Friday.

The New York communications services company received the required consents to amend the notes' indenture, eliminating restrictive covenants contained in the indenture as well as certain covenants and events of default.

The tender offer was conditioned upon the funding of a new senior credit facility and IPC entered into new senior credit facilities, providing for $485 million.

They consist of a $50 million first-lien revolving facility, a $310 million first-lien term loan and a $125 million second-lien term loan.

Goldman Sachs Credit Partners LP and Lehman Brothers Inc. were joint lead arrangers and joint bookrunners. Goldman Sachs and Lehman Commercial Paper Inc. were co-syndication agents.

Proceeds of the term loans under the new senior credit facilities are being used to repay IPC's existing credit facility, to purchase the tendered notes, to discharge the $5,475,000 in untendered notes, to make certain payments with respect to the equity securities and to pay related fees and expenses.

The proceeds of the new revolving credit facility will be used for general corporate purposes.

On Aug. 2, IPC said it would pay $1,082.51 for each $1,000 principal amount of the notes, including a $30.00 consent payment for those who tender before the consent deadline.

The consent deadline was 5 p.m. ET on July 8.

Pricing for holders who tendered their notes before the consent deadline was determined by the yield to maturity of the 1 7/8% Treasury due Dec. 31 plus 50 basis points. At 2 p.m. on Aug. 2, the reference yield was 3.664%, resulting in a tender offer yield of 4.164%.

Investors will also receive accrued interest up to but not including the redemption date.

As of Aug. 1, the last announcement, $144,525,000 or 96.35% of the notes had been tendered.

Goldman, Sachs & Co. is the dealer manager and solicitation agent (800 828-3182 or call collect 212 357-7867). Global Bondholders Services Corp. is the information agent (866 924-2200).

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