Packaging Corp. starts tender for 9 5/8% notes

New York, June 23 - Packaging Corp. of America said it is starting a cash tender offer for all its $550 million 9 5/8% senior subordinated notes due 2009.

The Lake Forest, Ill. packaging company is also soliciting consents to amend the note indenture to eliminate substantially all restrictive covenants and certain event of default provisions.

Packaging Corp. is offering to pay a price based on an assumption that the notes will be redeemed on the earliest redemption date of April 1, 2004 at the call price of $1,048.13 per $1,000 principal amount. Up to that redemption rate, Packaging Corp. is offering a yield equal to 62.5 basis points over the bid-side yield of the 3 5/8% Treasury note due March 31, 2004.

The price includes a consent payment of $20 per $1,000 principal amount of the notes.

Notes tendered after the consent deadline of 5.00 p.m. ET on July 7 will not receive the consent payment.

The offer expires at midnight ET on July 21.

Notes not tendered will be redeemed as soon as possible after the earliest redemption date at the redemption price of 104.8125% of the principal amount.

Packaging Corp. said it intends to finance the tender offer with a private placement of new notes, proceeds of a new bank credit facility and cash on hand.

Morgan Stanley (800 624-1808 or 212 761-1123 (collect), attention: Jeff Kelly) and Goldman Sachs (877 686-5059 or 212 357-5680 (collect), attention: Liability Management Group) are dealer managers for the tender and Georgeson Shareholder Communications (800 248-3170) is information agent.

IMC Global tenders for $300 million notes

New York, June 23 - IMC Global Inc. announced a tender offer for up to $100 million principal amount of its 6.55% notes due 2005 and up to $200 million principal amount of its 7.625% senior notes due 2005.

The Lake Forest, Ill. agricultural nutrients and animal feed company said it will pay 104.0% of principal amount for the 6.55% notes including a 2.0% premium to holders who tender by the early tender deadline of midnight ET on July 8.

IMC Global will pay 106.5% of principal amount for the 7.625% senior notes including a 2.0% premium to holders who tender by the early tender deadline of midnight ET on July 8.

The offer expires at 5.00 p.m. ET on July 22 unless extended or terminated.

The tender is subject to several conditions, including the receipt of net proceeds from a debt financing sufficient to pay for notes accepted in the tender offers.

The information agent is Bondholder Communications Group (888 385-BOND/888 385-2663 attention: Irene Miller). Goldman, Sachs & Co. (800 828-3182) and J.P. Morgan Securities Inc. are dealer managers.

TransDigm starts tender for 10.375% notes

New York, June 23 - TransDigm Inc. began a cash tender offer and consent solicitation for any and all its 10.375% senior subordinated notes due 2008.

The Richmond Heights, Ohio aerospace components manufacturer will pay $1,083.93 for each $1,000 principal amount of notes tendered including a $20 consent payment.

The consent solicitation, which expires at 5.00 p.m. ET on July 7, is to amend the note indenture to eliminate substantially all the restrictive covenants, certain event of default provisions and certain provisions relating to a merger, consolidation or sale of assets and amending certain defeasance provisions.

The tender expires at midnight ET on July 21.

The offer is subject to various conditions including receipt of the necessary number of consents and the consummation of the merger of the company's parent TransDigm Holding Co., with TD Acquisition Corp. under the agreement and plan of merger dated June 6.

Credit Suisse First Boston LLC (212 325-2537 or 800 820-1653) is dealer manager, Georgeson Shareholder Communications (212 440-9800 or 800 261-8161) is information agent and the depositary is U.S. Bank NA.

Alaris extends expiration of tender offers for three series of notes

New York, June 23 - Alaris Medical Inc. (B3/B-) said that it had extended the expiration date of its previously announced tender offers for three series of notes issued by Alaris Medical and its wholly owned Alaris Medical Systems Inc. subsidiary (collectively, "Alaris").

The tender offers - for Alaris Medical's 11 1/8% senior discount notes due 2008 and for Alaris Medical Systems' 9¾% senior subordinated notes due 2006 and 11 5/8% senior secured notes due 2006 - were extended from their original deadline at 5 p.m. ET on June 20 to 5 p.m. ET on June 30, subject to possible further extension.

However, the company said that there would be no further extension of the now-expired June 20 consent deadline, by which time holders had to tender their notes and provide related consents to proposed indenture changes in order to receive a consent payment as part of their total consideration.

Alaris said that to date it has received tenders for 100% of the 11 5/8% notes, 100% of its 11 1/8% notes and 99.9% of the aggregate principal amount of its 9¾% notes.

As previously announced, Alaris Medical, a San Diego, Calif.-based maker of medication safety devices and systems, said on May 23 that it had begun a tender offer for its own 11 1/8% notes, while Alaris Medical Systems had begun tendering for its 11 5/8% and 9¾% notes.

Both entities also began related solicitations of noteholder consents to proposed indenture changes aimed at eliminating the restrictive covenants, most of the event of default provisions, many of the remedial provisions and other provisions of the indentures governing the notes and, in the case of the 11 5/8% secured notes, to the related security documents.

Alaris initially established a consent solicitation deadline of 5 p.m. ET on June 5 and set an offer expiration deadline of 5 p.m. ET on June 20 (both deadlines were subsequently extended).

It announced that tendering holders of the Alaris Medical 11 1/8% notes validly tendering their notes and delivering consents by the consent deadline would receive total consideration of $1,053.75 per $1,000 principal amount at maturity of notes tendered.

It said tendering holders of the Alaris Medical Systems 9¾% notes validly tendering their notes and delivering consents by the consent deadline would receive total consideration of $1,037.50 per $1,000 principal amount of notes tendered.

And it initially said tendering holders of the Alaris Medical Systems 11 5/8% notes validly tendering their notes and delivering consents by the consent deadline would receive total consideration of $1,210 per $1,000 principal amount of notes tendered (on May 30, Alaris raised the total consideration offered for the 11 5/8% notes to $1,220 per $1,000 principal amount, while leaving all other terms of the tender offers unchanged).

The total consideration for all three series of notes being offered to tendering noteholders would include a consent payment of $20 per $1,000 principal amount of notes tendered (or in the case of the 11 1/8% notes, $20 per $1,000 principal amount at maturity of notes tendered), payable only to those holders tendering their notes and delivering the related consents by the consent deadline.

All tendering holders of the two series of cash-pay notes - the 9¾% and 11 5/8% notes - would also receive accrued and unpaid interest from the last interest payment date up to but not including the payment date.

The company said the tender offers and consent solicitations were being undertaken as part of an overall proposed recapitalization of Alaris Medical and Alaris Medical Systems, which would include the public offering by Alaris Medical of 9.1 million shares of common stock (plus up to a 15% overallotment option exercisable by the underwriters); the establishment by Alaris Medical of a new secured credit facility for up to $235 million of term loans and a $30 million revolving credit facility; the public offering by Alaris Medical of $210 million of new senior subordinated notes (this was subsequently revised to $200 million); and ultimately, the planned merger of Alaris Medical Systems with Alaris Medical, with the resulting company to be named Alaris Medical Systems Inc.

It said that completion of the tender offers would be conditioned upon, among other factors, a majority of each of the three series of bonds being tendered and requisite consents delivered to the companies; and Alaris having received proceeds on acceptable terms from its planned equity and debt financings (the proceeds of which would be used to fund the offers and related fees and expenses, to reduce the company's debt level and annual interest expense and for general corporate purposes).

Alaris said it expect to make payment for all notes validly tendered and accepted for purchase promptly after the expiration date. It estimated that if these transactions are all successfully executed, it would record a one-time after-tax charge of approximately $37 million, with annual interest expense expected to be reduced by approximately $26 million on a pre-tax basis.

On June 6, Alaris said it had obtained consents from holders of more than 96% of its notes, and was also extending the consent deadline.

The company said the consent solicitation portion of the tender offer, which had been scheduled to conclude on June 5, would now end at 5 p.m. ET on June 20, thus coinciding with the expiration date for the tender offer (Alaris subsequently extended the expiration date, but not the consent deadline).

Alaris said the consents it had received were sufficient to allow it to make effective all of the proposed amendments to the indentures of three series of notes, and to the security documents relating to the 11 5/8% notes.

Bear, Stearns & Co. Inc. (877 696-2327) and Citigroup Global Markets Inc. (800 558-3745) are dealer managers and solicitation agents. Mellon Investor Services LLC (917 320-6286 or 866 323-8166) is the information agent.

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