Poindexter scraps consent bid, some conditions in offer for 8¾% notes

By Susanna Moon

Chicago, April 2 - J.B. Poindexter & Co., Inc. said it waived the consent condition, the supplemental indenture condition, the financing condition and the minimum tender condition in its offer to purchase its $159,315,000 of outstanding 8¾% senior notes due 2014.

The company also terminated the consent solicitation to amend the notes to eliminate substantially all of the restrictive covenants and events of default, according to a press release.

Holders had tendered about $64,428,000 principal amount, or about 40.4%, of the notes by the consent deadline at 5 p.m. ET on March 30.

Poindexter said it planned to settle the notes for a total payment of $64,589,070 plus accrued interest to the payment date of April 2.

As previously noted, the total purchase price is $1,002.50, including a $2.50 premium, for each $1,000 principal amount of notes tendered by the consent deadline.

The company also paid accrued interest up to but excluding the payment date.

The tender offer will run until 11:59 p.m. ET on April 16. The offer began on March 19.

Holders who tender after the consent deadline will receive only the base payout of par.

Final settlement is slated for April 17.

The offer was originally conditioned on Poindexter securing consents from holders of a majority of the outstanding principal amount of notes, the execution of a supplemental indenture to the notes and completing financing with enough proceeds to fund the offer. Originally, those tendering their notes needed to also deliver consents.

The company priced $200 million of 10-year senior notes (B2/B/) at par to yield 9% on March 23.

Poindexter said it plans to call the remaining notes after completion of the offer.

The purpose of the tender offer is to refinance the outstanding 8¾% notes due 2014, according to a press release.

J.P. Morgan Securities LLC (800 245-8125 and collect 212 270-0761) is the dealer manager. D. F. King & Co., Inc., at (800 755-7250 or collect for banks and brokers only 212 269-5550) is the information agent and tender agent.

Poindexter is a Houston-based diversified industrial company.

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