Haights Cross begins consent solicitations for 12½% discount notes, 11¾% notes

By Angela McDaniels

Seattle, July 19 - Haights Cross Communications, Inc. began soliciting consents from holders of its $135 million principal amount at maturity of 12½% senior discount notes due 2011, according to an 8-K report filed with the Securities and Exchange Commission on Thursday.

In addition, company subsidiary Haights Cross Operating Co. began a consent solicitation for its $170 million of 11¾% senior notes due 2011.

The consents will waive the requirement that the companies offer to repurchase the notes upon a change of control as that requirement applies to Haights Cross Communications' recapitalization agreement.

Under the agreement, holders of the company's series B senior preferred stock, series A preferred stock, series C preferred stock and series A warrants will convert all of their shares and warrants into common stock and warrants to purchase common stock, and all existing shares of common stock and common stock warrants and options will be eliminated.

In addition, some members of management will receive new shares of common stock under a management stock purchase agreement.

Haights Cross Communications is offering a consent payment of $2 per $1,000 principal amount at maturity of the 12½% discount notes.

The consent solicitations will expire at 5 p.m. ET on July 30.

The companies need consents from holders of a majority of each series of notes. A holder of roughly 33% of the 12½% discount notes plans to deliver consent, according to the filing.

Global Bondholder Services Corp. (212 430-3774 or 866 804-2200) is the information agent.

On June 1, the companies announced that they received default notices on the notes in connection with the delayed filing of Haights Cross Communications' 10-K for the year ended Dec. 31. The companies have 60 days from the notice to cure the defaults.

Haights Cross is a White Plains, N.Y.-based publisher of books for the education and library markets.

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