NPC tallies total tenders for 97.41% of 9½% senior notes due 2014

By Susanna Moon

Chicago, Dec. 29 - NPC International, Inc. said it received tenders for $170,461,000, or 97.41%, of its $175 million principal amount of 9½% senior subordinated notes due 2014 by the end of the tender offer at 12:01 a.m. ET on Dec. 28.

Settlement was slated for Wednesday. The tender offer began on Nov. 29.

The company said on Dec. 13 that it received enough consents to amend the notes after holders tendered $170,391,000 principal amount, or 97.37%, of the notes as of the consent deadline at 5 p.m. ET on Dec. 12.

Holders who tendered were required to consent to the proposed amendments, and holders who consented to the proposed amendments needed to tender their notes.

As previously noted, the amendments 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.

The company entered into a supplemental indenture containing the amendments, and they were to become effective on Dec. 28 after the company purchased the notes tendered by the consent deadline.

The tender offer was made 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.

Holders will receive $1,027.50 for each $1,000 principal amount of notes plus accrued interest. The payment includes a consent premium of $27.50 for each note tendered by the consent deadline.

The tender offer was conditioned on financing from a new senior secured credit facility and issuance of new notes and the closing of the acquisition. Funding for the tender offer will come from the planned financing and cash on hand.

On Dec. 8 the company priced a $190 million issue of eight-year senior notes at par to yield 10½% and on Dec. 12 it firmed its revolving credit facility size at $100 million and pricing at Libor plus 525 basis points with no Libor floor.

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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