Triton PCS accepts early-tendered 11% '08 notes

New York, June 13 - Triton PCS, Inc. (B2/B+) said that the early tender offer period for its previously announced tender offer for any and all of its outstanding 11% senior subordinated discount notes due 2008 expired at 5 p.m. ET on June 12.

The telecommunications company accepted for purchase $407.4 million of the 11% notes, about 80% of the outstanding principal amount, paying a total consideration of $437 million.

Triton said that the 11% notes were purchased with part of the net proceeds of its sale of $725 million new 8½% senior notes due 2013, which took place on May 30 and was completed on June 13.

Proceeds from the new issuance were also used to repay all outstanding borrowings and to terminate Triton PCS' existing senior secured credit facility.

The company separately announced that it entered into a new $100 million revolving credit facility, arranged by Lehman Brothers. The facility will enhance liquidity and is available for general corporate and working capital purposes.

As previously announced, Triton PCS, a Berwyn, Pa.-based wireless operator, said on May 22 that it had begun its tender offer for its $315 million of outstanding 11% notes.

The company said the tender offer would expire at midnight ET on June 19, subject to possible extension.

On May 30, Triton said that it had amended its tender offer, extending the early tender deadline, raising the early tender premium and adding an early tender settlement date.

The company pushed the early tender date back to 5 p.m. ET on June 12 from 5 p.m. ET on June 5 and said that tenders made before this date could not be validly withdrawn unless the company reduces the amount of the tender offer consideration, the early tender premium or the principal amount of 11% notes subject to the offer.

Triton PCS also increased the early tender premium to 2.13% of the principal amount from 2%, for a total consideration of 105.98% of face value.

After the early tender date, holders will receive 103.85% of the principal amount. Added to the offer is an early tender settlement date. Triton said that payment for notes tendered by the early tender date will be made promptly after the financing condition of the offer is satisfied - although not before the early tender date.

Triton said that any notes not tendered will be called for redemption.

Lehman Brothers is dealer manager for the tender offer (call Emily E. Shanks at 212 528-7581, or toll-free at 800 438-3242), while D.F. King & Co., Inc. is information agent (call 212 269-5550 or toll-free at 800 431-9643).

Cooperative Computing gets requisite consents from 9% '08 noteholders

New York, June 13 - Cooperative Computing, Inc. (B2/B+) said that it has received tenders and consents in excess of a majority of its 9% senior subordinated notes due 2008, as part of its previously announced tender offer for the notes and related consent solicitation.

The consent deadline by which holders had to tender their notes and deliver consents to proposed indenture amendments in order to be eligible to receive the announced consent payment as part of their total consideration was 5 p.m. ET on June 12. The tender offer is scheduled to expire on June 26.

The company said Thursday that in the event that the other previously announced conditions to the tender offer and consent solicitation are met or waived, it expects to execute a supplemental indenture incorporating the amendments, in accordance with the terms of the tender offer and consent solicitation.

Separately, high yield syndicate sources reported Friday that Cooperative Computing had sold $157 million of new 10½% senior notes due 2011 - downsized from the originally planned $175 million. Deal proceeds will be used to fund the 9% notes tender offer.

As previously announced, Cooperative Computing, an Austin, Texas-based provider of enterprise systems and information services for the automotive aftermarket, and hardlines and lumber industries, said on May 29 that it expected to begin a tender offer for its $100 million of outstanding 9% notes.

The company said it expected to purchase the notes at their par value, plus accrued interest up to the date of purchase. In conjunction with the tender offer, Cooperative Computing also announced that it expected to solicit noteholder consents to certain proposed indenture amendments. It said that tendering noteholders delivering such consents within the first 10 business days of the tender offer could expect to receive a consent fee of $22.50 per $1,000 principal amount of notes consenting on top of the purchase price for the notes.

Cooperative Computing said it expected to promptly begin the offer in the wake of its planned offering of approximately $175 million of senior unsecured notes in a Rule 144A private placement, with a portion of the proceeds to go to funding the tender offer and related costs (the offering subsequently priced, although slightly downsized from the company's original plans).

It said it also plans to use some of the net proceeds of the note offering to permit its corporate parent, Cooperative Computing Holding Company, Inc., to repurchase shares of common stock from certain stockholders and to repay its existing credit facility.

The tender offer is expected to be conditioned on the consummation of the senior notes offering.

On May 30, Cooperative Computing announced that it had begun its tender offer for the notes and the related consent solicitation, on the previously announced terms. It set a now-expired consent deadline of 5 p.m. ET on June 12, and said the tender offer would expire at 11:9 p.m. ET on June 26, subject to possible extension.

The company said completion of its offer would be subject to several conditions, including the company receiving valid tenders (not subsequently withdrawn) representing a majority in aggregate principal amount of the outstanding notes; the execution of a supplemental indenture incorporating proposed changes following receipt of consents from holders of at least a majority of the notes; and Cooperative Computing having available from the anticipated senior note offering all of the financing necessary to fund the payment of the consideration payable for the notes and for the consents.

JP Morgan is the dealer manager and solicitation agent for the tender offer and consent solicitation. Wells Fargo Bank Minnesota, NA is acting as the depositary.

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