NPC International tenders, seeks consents for $175 million 9½% notes

By Susanna Moon

Chicago, Nov. 29 - NPC International, Inc. said it began a cash tender offer and consent solicitation for all of its outstanding $175 million principal amount of 9½% senior subordinated notes due 2014.

The tender offer is in connection with NPC International Holdings, Inc.'s acquisition of all the outstanding membership interests of NPC Acquisition Holdings, LLC, which owns all of the outstanding capital stock of NPC International, Inc.

NPC also is soliciting consents to amend the notes to eliminate substantially all restrictive covenants and some events of default and shorten the minimum period required to deliver notice of redemption of the notes to holders to three days from 30 days, according to a company press release.

Holders who tender their notes will be required to consent to the proposed amendments, and holders who consent to the proposed amendments will be required to tender their notes.

The total cash payment will be $1,027.50 for each $1,000 principal amount of notes tendered by 5 p.m. ET on Dec. 12, including a consent premium of $27.50 for each $1,000 of notes.

Holders who tender their notes after the consent date but by the offer deadline at 12:01 a.m. ET on Dec. 28 will receive par.

Tendered notes may be withdrawn through the consent date.

The company also will pay accrued interest up to but excluding the settlement date, which will be "promptly" after the consent deadline and the satisfaction or waiver of the conditions to completion of the tender offer for the initial tenders and "promptly" after expiration for the final settlement, the release noted.

The tender offer is conditioned on financing from one or more capital markets and bank loan transactions, the execution and delivery of the supplemental indenture and the closing of the acquisition.

Funding for the offers will come from the planned financing and cash on hand.

Barclays Capital Inc. (800 438-3242 or collect 212 528-7581) and Goldman Sachs & Co. (800 828-3182 or collect 212 357-4692) are the dealer managers for the tender offer. D.F. King & Co., Inc. (800 431-9645 or banks and brokers call collect 212 269-5550) is the information agent and tender agent.

NPC is an Overland Park, Kan.-based Pizza Hut franchisee.

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