Weirton extends exchange offer for 11 3/8% '04 and 10¾% '05 notes

Weirton Steel Corp. (Ca/D) said on Monday (June 10) that it had extended its previously announced offer to exchange new secured debt notes and convertible redeemable preferred stock for all of its outstanding unsecured 11 3/8% senior notes due 2004 and 10¾% senior notes due 2005, as well as the concurrent exchange offer for its Pollution Control Revenue Refunding Bonds (Weirton Steel Corporation) Series 1989. The offer will now expire at 5 p.m. ET on June 12, subject to possible further extension; the offer was extended from the originally announced May 31 deadline in order to allow retail holders additional time to tender their notes or bonds and to receive the total consideration offered in the exchange offers. As of the close of business on June 7, tenders had been received for 90% of the outstanding 2004 notes, 87% of the outstanding 2005 notes and 80% of the 1989 bonds, for a weighted average of 87%. Weirton said that as permitted, it intends to waive the condition that at least 95% of each series of outstanding notes and outstanding 1989 bonds be tendered in the exchange offers. The closing of the exchange offer is expected to occur on or about June 18, 2002. AS PREVIOUSLY ANNOUNCED: Weirton Steel, a Weirton, W.Va.-based integrated steel producer, said on Nov. 1 that the company had filed a registration statement with the Securities and Exchange Commission, aimed at restructuring its long-term publicly held debt through an exchange offer as part of its previously announced five-point strategic restructuring plan. Weirton Steel initially said it would offer $85.4 million of new 10% senior secured discount notes due exchange for all of its outstanding unsecured 11 3/8% and 10¾% notes, with holders to be offered up to $350 (principal amount) of the new 10% notes per $1,000 principal amount of the outstanding senior notes (the company's compensation offer to its existing noteholders was subsequently improved). Weirton said the exchange would extend its debt maturities and reduce its debt service requirements, particularly over the next two years. It initially said the new 10% notes would be secured by a mortgage and first priority security interest in the company's hot strip mill, which is an integral part of its downstream processing operations (the terms securing the new notes were eventually revised). Weirton said that as part of the exchange offer, it would also seek consents to amend the indentures of the current unsecured senior notes. It said the exchange offer would begin as soon as practicable after the registration statement became effective. Apart from this exchange offer and consent solicitation, the company also requested the City of Weirton to offer to exchange all of its outstanding 8 5/8% pollution control revenue refunding bonds (Weirton Steel Corp. Project) Series 1989 due 2014 for new 9% pollution control revenue refunding bonds (Weirton Steel Corp. Project) Series 2001 due 2014. The secured Series 2001 bonds would also be secured by a mortgage and first security interest in the company's hot strip mill. Weirton did not initially outline an anticipated timetable for the note exchange. On May 3, Weirton said that it was offering to exchange up to $134.2 million of new 10% senior secured notes due 2008 and shares of new Series C convertible redeemable preferred stock for all of its outstanding unsecured 11 3/8% and 10¾% notes (it was estimated that there is approximately $125 million of each existing issue outstanding). Concurrently with this exchange offer, the company said it was soliciting consents from the holders of its outstanding senior notes to amend the notes' indentures. Weirton said the consent solicitation will expire at 5:00 p.m. ET on May 23, and initially said the exchange offer would expire at midnight ET, on May 31, both deadlines subject to possible extension (the expiration deadline was subsequently extended). The company said that representatives of an informal committee of institutional holders of approximately 58% of the aggregate principal amount of both series of outstanding notes agreed to tender in this exchange offer and to consent to the proposed indenture amendments. It said the new senior secured notes would be backed by a security agreement and second lien deeds of trust in Weirton Steel's strip mill, No. 9 tin tandem mill and tin assets, which are integral facilities in the company's downstream steel processing operations. The lenders under its senior credit facility will hold first priority security interests in the same collateral. Under the terms of the exchange noteholders are to receive total consideration of $550 principal amount of the senior secured notes and $450 in liquidation preference of the new preferred stock per $1,000 principal amount of the existing notes. The $550 per $1,000 debt portion of the exchange consideration package includes a $50 per $1,000 consent payment for those existing noteholders tending their notes by the consent deadline. Holders tendering their outstanding notes after the consent solicitation expires, but before the exchange offer expires, will receive only the exchange offer consideration of $500 principal amount of the new notes, plus $450 liquidation preference of the new preferred stock, per $1,000 principal amount of the outstanding notes. Weirton noted that currently, the City of Weirton (W.Va.) is offering, at the company's request, to exchange all of its outstanding Series 1989 Pollution Control Revenue Refunding Bonds for the city's new Series 2002 Secured Pollution Control Revenue Refunding Bonds, which are secured on a parity with the company's new senior secured notes. It said the completion of the company's current senior note exchange offer and the city's Series 1989 bonds exchange offer are each conditioned upon completion of the other exchange offer. Weirton said that the purpose of the exchange offers is to restructure the company's long- term debt and reduce its debt service requirements, particularly over the next three years, as part of Weirton Steel's previously announced five-point strategic plan. The dealer manager for the concurrent exchange offers and consent solicitation is Lehman Brothers Inc. (call Hyonwoo Shin collect at 212 528-7581, or at 800 438-3242). The information agent is D. F. King & Co., Inc. (banks and brokers call 212 269-5550 for collect calls, or 800 431 9643).

LDM Technologies again extends 10¾% '07 note exchange offer

LDM Technologies Inc/ (Caa3/B) said on Tuesday (June 4) that it had again extended the expiration date for its previously announced offer to exchange new 10¾% senior subordinated notes due 2007 for its $110 million of its outstanding notes. The expiration date for the exchange offer has been extended to 5 p.m. ET on June 14, subject to possible extension, from the previous June 7 deadline. As of the old deadline, the company had received no additional tenders from noteholders, on top of the tenders of less $1 million of the existing notes which had been reached by the original deadline. Except for the extension of the expiration date, all other terms and provisions of the exchange offer remain unchanged, although the company plans to release revised terms of the exchange offer over the next few days. AS PREVIOUSLY ANNOUNCED, the company said on May 7 that it had begun an offer to exchange the new 10¾% notes for its $110 million of outstanding notes. The Auburn Hills, Mich.-based auto components maker offered to exchange $700 principal amount of the new 10¾% notes for each $1,000 principal amount of its current notes. The terms of the new notes will be substantially identical to those of the current notes, except that the new notes (1) will be senior in right of payment to the current notes; (2) will not be registered for public trading; and, (3) even though they are subordinated, the new notes will have covenants that are customary for senior notes, including covenants restricting LDM and LDM's restricted subsidiaries from incurring liens and entering into sale and lease- back transactions. LDM initially said the exchange offer would expire at 11:59 p.m. ET on June 3, although this was subsequently extended more than once. Holders may withdraw their tenders of the current notes or change their selection of exchange notes at any time prior to the expiration date. The exchange offer is not conditioned upon a minimum tender. New notes offered under the exchange offer will not, upon issuance, be registered under the Securities Act of 1933, as amended, and will only be offered in the U.S. to qualified institutional buyers and institutional accredited investors in a private Rule 144A transaction, and outside the U.S. to persons other than U.S. persons in offshore transactions. The company will enter into a registration rights agreement, under which it will agree to file an exchange offer registration statement with the Securities and Exchange commission regarding the new notes. D.F. King & Co. (contact Tom Long, at 212 493-6920) is the information agent for the exchange offer.

Colt Telecom in latest buyback of dollar, euro-denominated notes

Colt Telecom Group plc (B1/B+) said on Monday (June 10) that it had bought back a further £18 million of its bonds at a cost of £9 million. The buyback was the latest of a series of such bond repurchases the company has announced lately. In the latest buyback, Colt bought back $8.5 million accreted principal amount of its originally issued $314 million of 12% senior discount notes due in December 2006, bringing the total amount of its repurchases to date to $60.8 million. It bought back €4.5 million face amount of its €306.8 million of 7 5/8% senior notes due July 2008, bringing total repurchases to €47 million. It bought back €10 million accreted principal amount of its €320 million of 7 5/8% senior notes due December 2009, bringing total repurchases to €47.3 million. It bought back €0.5 million face amount of its €76.7 million of 8 7/8% senior notes due November 2007, bringing total repurchases to €5 million, and it bought back €4.3 million accreted principal amount of its €368 million of 2% senior convertible notes due December, 2006, bringing total repurchases to €84.8 million. The company also said that although no further bonds from the following series were bought in the latest transactions, Colt has so far bought back £3 million face amount of its £50 million of 10 1/8% senior notes due November 2007, €16.8 million accreted principal amount of its €306.8 million of 2% senior convertible notes due August 2005, €84.8 million accreted principal amount of its €295 million 2% senior convertible notes due March 2006, and €92.4 million accreted principal amount of its €402.5 million of its 2% senior convertible notes due April 2007, AS PREVIOUSLY ANNOUNCED, Colt Telecom, a London-based provider of business and telecommunications services in Europe, has recently bought back dollar-, euro- and/or sterling- denominated bonds on a number of occasions through its Colt Telecom Finance Ltd. subsidiary. Colt said on Feb. 28 that it had purchased dollar-, euro and sterling-denominated bonds with a total face value or accreted amount of £34 million, for a cash outlay of £13 million. On March 4, Colt said it had made further purchases of £5.9 million (total face value or accreted amount) of outstanding dollar- and euro-denominated bonds, for a cash outlay of £2.2 million. Colt said on March 8 that it had purchased more dollar-, sterling- and euro-denominated bonds with a total face value or accreted amount of £14 million, for a cash outlay of £8 million. On March 18, Colt said that it had bought back a further £9 million of its dollar- and euro-denominated bonds for £5 million of cash. On May 16, Colt said it had purchased a further £10 million of its dollar- and euro-denominated bonds for a cash outlay of £4 million, and on May 20, it bought back a further £14 million of its dollar- and euro-denominated bonds at a cost of £6 million. On May 24, Colt said that it had bought back a further £11 million of its dollar- and euro-denominated bonds at a cost of £6 million. The company said on each occasion that it has no intention to sell the notes it has purchased, adding that arrangements may be made "in due course" to cancel such notes. Colt also said each time that it may buy additional bonds in the future.

CSK Auto files to sell shares; proceeds to redeem 11% '06 notes

CSK Auto Corp. said on Thursday (June 6) that it had filed a registration statement with the Securities and Exchange Commission for a proposed equity offering, the proceeds of which are scheduled to be used to redeem up to $81.25 million in principal amount (plus any accrued interest and redemption premium) of the 11% senior subordinated notes due 2006 that were issued by its subsidiary, CSK Auto, Inc. CSK a Phoenix-based auto-parts chain retailer, said it had filed with the SEC to sell up to 11,283,967 shares of its common stock. Of these shares, 5.642 million will be newly issued shares offered by CSK, while 5,641,967 are currently owned by certain selling minority stockholders. No companies related to INVESTCORP, SA - which through its relationship with a number of CSK stockholders is deemed to be CSK's single largest shareholder - will be selling any of their shares in this offering. The company also said that any net proceeds of the equity offering received by CSK in addition to the amount needed for the redemption of the 11% notes and related expenses will be applied to reduce indebtedness under CSK Auto, Inc.'s senior credit facility. A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. CSK said it will not receive any proceeds from the sale of the shares of common stock being offered by the selling stockholders. Merrill Lynch & Co. (call 212 449-1000) and UBS Warburg (call 212 821-3000) are acting as the co-lead managers of the offering, and Credit Suisse First Boston and Goldman, Sachs & Co. are acting as co-managers. CSK has granted the underwriters a 30-day option to 1,692,595 additional shares of common stock.

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