Unisys again extends private exchange offer for four series of notes

By Angela McDaniels

Tacoma, Wash., June 12 - Unisys Corp. extended its private offer to exchange four series of notes in a private placement for new 12 5/8% senior secured notes due 2014 to midnight ET on June 26 from June 12, according to a company news release.

The offer was previously extended to June 12 from May 28. It began on April 30.

Unisys said it and its representatives continue to be in discussions with representatives of the noteholders regarding the proposed transaction.

Notes eligible for exchange are the company's $300 million 6 7/8% senior notes due 2010, $400 million 8% senior notes due 2012, $210 million 12½% notes due 2016 and $150 million 8½% senior notes due 2015.

The notes are listed in the order of their acceptance priority levels.

As of June 12, holders had tendered and not withdrawn $35.7 million of the 6 7/8% notes, $33.5 million of the 8% notes, $600,000 of the 8½% notes and $3.4 million of the 12½% notes.

As of May 28, the company had received tenders for $35.7 million of the 6 7/8% notes, $32.5 million of the 8% notes, $600,000 of the 8½% notes and $2.6 million of the 12½% notes.

For each $1,000 principal amount of notes exchanged by 5 p.m. ET on May 13, the company is offering $900 principal amount of new notes plus $100 in cash for the 6 7/8% notes, $680 principal amount of new notes for the 8% notes and $667 principal amount of new notes for the 12½% notes and 8½% notes.

For each $1,000 principal amount of notes tendered after May 13 but before the offer expiration, the company is offering $900 principal amount of new notes plus $50 in cash for the 6 7/8% notes, $630 principal amount of new notes for the 8% notes and $617 principal amount of new notes for the 12½% notes and 8½% notes.

Holders will also receive accrued interest up to but excluding the settlement date.

Concurrent offering

Concurrently with the exchange offer, Unisys is privately offering new notes to eligible holders of the 8½% notes due 2015 and 12½% notes.

Holders of the 8½% notes and 12½% notes who wish to participate in the exchange offer are required to subscribe for new notes.

For each $1,000 principal amount of notes tendered, the subscription fee is $305 in cash and holders will receive $333 principal amount of new notes.

Other terms

Unisys said that between the exchange offer and concurrent note offering, it will not issue more than $375 million principal amount of the new notes, and it will not issue more than $300 million of the new notes in exchange for the 6 7/8% notes and 8% notes.

If the offers are oversubscribed, Unisys will accept notes for exchange based on their acceptance priority levels, provided that the acceptance of the 6 7/8% notes and 8% notes will not exceed the $300 million sublimit. Notes may be subject to proration.

The exchange offer is conditioned on the receipt of tenders for at least 40% of the 6 7/8% notes and the issuance of at least $200 million of new notes.

The new notes will be guaranteed by Unisys Holding Corp., a wholly owned Delaware corporation that directly or indirectly holds the shares of substantially all of the company's foreign subsidiaries, and by the company's other material U.S. subsidiaries.

The new notes will be secured on a first-priority lien basis by substantially all of the company's assets, except accounts receivable that are subject to one or more receivables facilities, real estate, the stock or debt of its U.S. operating subsidiaries, cash or cash equivalents securing reimbursement obligations under letters of credit or surety bonds and some additional excluded assets.

The exchange offer and concurrent notes offering are being made inside the United States only to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and outside the United States to non-U.S. investors.

Unisys is a Blue Bell, Pa.-based information technology company.

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