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Published on 11/12/2010 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Rain CII launches tender offer for 11 1/8% notes, solicits consents

By Angela McDaniels

Tacoma, Wash., Nov. 12 - Rain CII Carbon LLC, formerly known as CII Carbon, LLC, began a tender offer and consent solicitation for the $235 million of 11 1/8% senior subordinated notes due 2015 it issued with CII Carbon Corp., according to a company news release.

The proposed amendments to the indenture governing the notes would eliminate substantially all of the restrictive covenants, some affirmative covenants, some events of default, some conditions to legal defeasance or covenant defeasance and all of the restrictions on the ability of Rain CII, its affiliate Rain CII Carbon (India) Ltd. and their subsidiaries to consummate a private placement of debt needed to fund the tender. They will also waive any and all defaults resulting from the consummation of the debt placement.

The company will pay $1,105 for each $1,000 principal amount of notes tendered. This includes $30 for each note tendered by the consent deadline, which is 5 p.m. ET on Nov. 23.

Holders will also receive accrued interest.

The tender offer will expire at midnight ET on Dec. 13.

The tender offer and consent solicitation are subject to the receipt of consents from holders of a majority of the notes by the consent deadline and the receipt of enough financing to fund the offer.

The dealer managers and solicitation agents are Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Goldman Sachs & Co. (800 828-3182 or 212 902-5183). The information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers, noteholders call 866 488-1500).

Rain CII is a Kingwood, Texas-based producer of calcined petroleum coke, which is used in the aluminum smelting process and the production of titanium dioxide.


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