Williams Scotsman extends tender for 9 7/8% notes, 10% notes, adjusts payment for 10% notes

New York, Aug. 18 - Williams Scotsman, Inc. said it has extended its tender offer and consent solicitation for any and all of its outstanding $550 million 9 7/8% senior notes due 2007 and $150 million 10% senior secured notes due 2008 and reduced the payment on offer for the 10% notes to reflect the extension.

The consent deadline is now 5 p.m. ET on Aug. 31 instead of 5 p.m. ET on July 21. The tender now ends at 5 p.m. ET on Sept. 29 instead of 5 p.m. ET on Aug. 24.

Investors who tender the 10% notes will now receive $1,075.22 per $1,000 principal amount instead of $1,081.68 per $1,000 principal amount.

Williams Scotsman has also given holders the right to withdraw notes effective Aug. 19 through the new consent date and also after Oct. 3 if the tender and consent solicitation is extended beyond Oct. 3.

At its previous announcement on July 21, Williams Scotsman said it received the necessary consents to amend the two series of notes.

The company said it had executed a supplemental indenture incorporating the changes but they will only become effective when it buys the notes.

On July 5, Williams Scotsman said it had extended its tender offer and consent solicitation for the two series of notes and reduced the payment on offer for the 10% notes to $1,081.68 per $1,000 principal amount instead of $1,085.13 per $1,000 principal amount.

The amount on offer for the 9 7/8% notes remained at $985.00 per $1,000 principal amount.

Holders who tender before the consent deadline will receive an additional $20.00 consent payment per $1,000.

The total consideration for the 9 7/8% notes was determined by adding 50 basis points to the current redemption price, which is 100% of the principal amount.

As before, the total consideration for the 10% notes was calculated with the assumption that 35% of the notes were redeemed at the equity clawback redemption price of 110% of the principal amount and that the remainder were repurchased at 100% of the principal amount plus a make-whole premium based on the yield of a U.S. treasury security maturing Aug. 15, 2006 plus 50 bps.

Williams Scotsman announced the tender on June 23 and said it was also soliciting consents to eliminate substantially all of the restrictive covenants and certain events of default under the indentures for both notes.

Conditions of the offer include having sufficient funds from a new offering from parent company Williams Scotsman International, Inc. and the tender of a majority of each of the notes.

Deutsche Bank Securities Inc. is the dealer manager and solicitation agent (call collect 212 250-5655). The information agent is MacKenzie Partners, Inc. (800 322-2885 or call collect 212 929-5500).

Williams Scotsman, which provides modular space products, has headquarters in Baltimore.

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