LodgeNet Entertainment 10 ¼% 06 notes tender offer expires

New York, July 1 - LodgeNet Entertainment Corp. (B3/B-) said that its previously announced tender offer for its 10 ¼% senior notes due 2006 and the related consent solicitation expired as scheduled at 12 midnight ET on July 30.

The company said that as of that deadline, approximately 79% of the outstanding notes had been tendered - unchanged from the amount reported last month when the consent solicitation portion of the offer expired and the company purchased those early-tendered notes.

Accordingly, LodgeNet said it would redeem the approximately $32.030 million 10 ¼% notes not tendered in the offer, on previously announced redemption terms, on July 1.

As previously announced, LodgeNet, a Sioux Falls, S.D. provider of interactive television and Internet access services to the lodging industry in the U.S., Canada and internationally, said on June 3 that it had begun the cash tender offer and consent solicitation for all of its $150 million outstanding principal amount of the 10 ¼% notes.

The company set the now-expired consent deadline of 5 p.m. ET on June 11, and said the offer would expire at 12 midnight ET on June 30, subject to possible extension.

It said that total consideration to be paid for validly tendered notes not subsequently withdrawn would be $1,026.88 per $1,000 principal amount of notes tendered, plus any accrued and unpaid interest on the notes up to, but not including, the date of payment. That total consideration would include a $20 per $1,000 principal amount consent payment for those holders tendering their notes and validly delivering their consents to proposed indenture amendments prior to the consent date.

The company said it would seek holder consents to indenture amendments that, among other things, would eliminate substantially all of the Indenture's restrictive covenants and would amend certain other indenture provisions, including reduction of the notice period necessary for a redemption of the notes to three business days from the presently required 30 calendar days.

It said that adoption of the proposed amendments would require the consent of the holders of at least a majority of the principal amount of the notes outstanding, a condition which has now been fulfilled. Holders tendering their notes would be required to also consent to the proposed amendments, and holders would not be allowed to deliver consents to the proposed amendments without also tendering their notes in the tender offer.

LodgeNet said holders tendering their notes after the consent date would receive the total consideration minus the $20 consent payment, or $1,006.88 per $1,000 principal amount, plus accrued and unpaid interest.

Notes validly tendered prior to the consent date could not be withdrawn and consents could not be revoked after the consent date. Notes tendered after the consent date may be withdrawn at any time before the expiration date of the tender offer.

The company said the tender offer would be subject to, among other things, the now-fulfilled condition of receipt of consents necessary to adopt the proposed amendments, and would also be subject to the completion by LodgeNet of certain related financing transactions (LodgeNet separately but concurrently announced plans to sell up to $185 million of senior subordinated notes pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission; LodgeNet said it expected to use substantially all of the net proceeds of the offering to repay outstanding indebtedness).

On June 12, LodgeNet said that it had received the requisite number of consents to the proposed indenture changes, with holders of approximately 79% of the outstanding notes having tendered their notes and delivered consents to the indenture changes by the consent deadline.

LodgeNet said that having gotten the requisite consents, it planned to enter into a supplemental indenture that would put into effect the proposed amendments; however, these would not become operative unless and until the notes were accepted and paid for under the terms of the tender offer. Once the proposed indenture amendments become operative, the holders of any notes not tendered into the offer will still be bound by them.

On June 13, high yield syndicate sources said that LodgeNet had sold an upsized $200 million offering of new 9 ½% senior subordinated notes due 2013, with proceeds slated to fund the tender offer for the existing notes.

On June 19, LodgeNet said that it had delivered notice to HSBC Bank USA - the tender offer depository - that it had accepted for purchase all of the 10 ¼% notes tendered by the now-expired consent deadline (approximately 79% of the outstanding amount).

Lodgenet said that the supplemental indenture incorporating the proposed indenture amendments for which it had been seeking noteholder consent thus became operative (and binding upon all of the 10 ¼% notes, tendered or not) upon delivery of the notice of acceptance of payment.

And LodgeNet said that it had received the consent of the lenders under its senior credit facility to permit the senior subordinated notes offering, giving the company more financial flexibility. Among other things, the amendment increases LodgeNet's permitted consolidated total leverage ratio, through the fourth fiscal quarter of fiscal 2003, to a maximum of 5 times total debt-to-EBITDA, as defined by the credit facility, 4.75 times total debt-to- EBITDA for the first half of 2004 and 4.5 times total debt-to EBITDA-for the second half of 2004.

On June 25, LodgeNet said it had called for redemption on July 1 any remaining 10¼% notes not tendered to the company under the tender offer. The leftover securities would be redeemed on July 1 at 102.563% of principal plus accrued interest up to but notincluding July 1.

Payment would be funded with part of the proceeds from the company's recent issuance of new 9 ½% senior subordinated notes due 2013.

Bear, Stearns & Co. Inc. acted as the exclusive dealer manager and solicitation agent for the tender offer and the consent solicitation (call the Global Liability Management Group at 877- 696-2327 with any questions about the offer or the solicitation). D. F. King & Co., Inc. was the information agent for the offer (call 212-269-5550 with any requests for documentation). The depositary for the tender offer was HSBC Bank USA.

Advanced Medical Optics increases 9 ¼% '10 notes tender amount, price range

New York, July 1 - Advanced Medical Optics, Inc. (B2) said that it had amended its previously announced offer to buy back a portion of its outstanding 9 ¼% senior subordinated notes due 2010 via a "modified Dutch auction" tender offer. The change consists of raising the maximum amount of notes it is willing to purchase, and by raising the minimum and maximum prices at or between which holders could offer to sell their notes back to the company.

The maximum amount of notes to be purchased was increased to $115 million aggregate principal amount at maturity of the notes, from the originally announced $75 million.

The company also said that it would purchase the notes for cash at a price between the new minimum price of $1,120 per $1,000 principal amount at maturity of notes tendered and the new maximum price of $1,150 per $1,000 principal amount (up from the previously announced range of $1,070 to $1,097.50 per $1,000 principal amount, plus interest). Tendering holders whose notes are accepted for purchase are to also receive accrued and unpaid interest up to, but not including, the date of purchase.

It said that all other previously announced terms and conditions of the tender offer - including the scheduled July 16 offer expiration deadline - remain unchanged.

It further said that it had fulfilled the previously announced financing condition of the tender offer, having closed its recent Rule 144A sale of new convertible notes (the proceeds of which will be used to fund the tender offer) on June 24, as scheduled.

As previously announced, Advanced Medical Optics, a Santa Ana, Calif.-based maker of ophthalmic surgical and eye care products said on June 18 that subject to market conditions and other factors, it would begin a "modified Dutch auction" tender offer for up $75 million aggregate principal amount of its $200 million of outstanding 9 ¼% notes (this offer amount was subsequently increased).

The company said that the offer would expire at 12 midnight ET on July 16, subject to possible extension.

Advanced Medical Optics initially said it would offer to purchase the notes for cash at a price of not less than $1,070 per $1,000 principal amount at maturity of notes tendered nor greater than $1,097.50 per $1,000 principal amount, plus accrued and unpaid interest up to, but not including, the date of purchase (the maximum and minimum prices at or between which the company would purchase the notes were subsequently increased).

It said that the final purchase price would be determined via a "modified Dutch auction" procedure, under which the company would accept tenders in the order of lowest to highest tender prices specified by tendering holders within the range. It would select the single lowest purchase price per $1,000 principal amount of notes that would enable it to buy an amount of notes either equal to the $75 million offer amount, OR, should less than the that offer amount of notes be tendered, all notes which have been tendered.

The company would pay the same purchase price for all notes tendered at or below that purchase price, subject to proration. Should the amount of notes tendered under the offer at or below the purchase price exceed the offer amount, Advanced Medical Optics said that it would first accept for purchase all such notes tendered at prices below the purchase price; then it would accept for payment notes tendered at the purchase price on a pro- rata basis from among such tendered notes.

The company said it expected to condition the tender offer on the closing of a private offering of convertible senior subordinated debt securities by Advanced Medical Optics, with the proceeds intended to fund consummation of the tender offer, as well as other conditions set forth in the official Offer to Purchase. However, it said that it did not expect the tender offer to be conditioned on any minimum principal amount of notes being tendered.

Advanced Medical Optics subsequently and separately announced later on June 18 that it had priced a private offering of $125 million of new 3.5% convertible senior subordinated notes due 2023, plus up to an additional $15 million of notes subject to the initial purchasers' option, and expected to close the offering on June 24 (the convertibles offer closed as scheduled). The company said it would use up to approximately $82.3 million of the net proceeds of the offering to repurchase the 9 ¼% notes as previously announced, with the remainder earmarked for general corporate purposes, which could include the repayment of other indebtedness and, from time to time, additional repurchases of the 9 ¼% notes. It said that the actual amount of the proceeds to be used in the tender offer would depend on the number of tenders the company actually receives. It further said that if the net proceeds of the convertibles deal are not used to repurchase the 9 ¼% notes as intended, the company would deposit 70% of the net proceeds into a cash collateral account, to be used to repay indebtedness as required under its senior credit facility.

Morgan Stanley & Co. Incorporated will act as exclusive dealer manager (U.S. investors call 800-624-1808; international investors call 212-761-1893) . Mellon Investor Services LLC (877-698-6865) will act as information agent and Bank of New York will act as depositary in connection with the offer.

Alaris completes tender offers for three series of notes, other recapitalization transactions

New York, July 1 - Alaris Medical Systems Inc. (B3/B-) said that it had completed a series of recapitalization transactions, including the company's previously announced tender offers for three series of outstanding bonds - its 11 1/8% senior discount notes due 2008 (which the company had issued under its former name, Alaris Medical Inc.) and the 9 ¾% senior subordinated notes due 2006 and 11 5/8% senior secured notes due 2006 issued by Alaris Medical's former subsidiary, then known as Alaris Medical Systems Inc. (which was merged into its corporate parent as part of the recapitalization, with the parent then assuming the Alaris Medical Systems Inc. name). The three issues accounted for all of its previously outstanding bond debt.

The tender offers for the three series of bonds expired as scheduled at 5 p.m. ET on June 30, with no further extension. Virtually all of the bonds had been tendered by their holders as of that deadline and purchased by the company at previously announced price levels.

In announcing the completion of the half-billion-dollar recapitalization, Alaris said that it had completed the sale of 9.1 million shares of its common stock at $12.50 per share, and the sale of $175 million aggregate principal amount of new 7 ¼% senior subordinated notes due 2011. The company also concurrently established a $30 million revolving credit facility, undrawn at the date of closing, and a $245 million bank term loan at an initial rate of LIBOR plus 2.75%, currently approximately 4%. The company anticipates that it will record a one-time after tax charge of approximately $40 million in the second quarter as a result of the recapitalization.

Figuring the effect of the tender offers on its capital structure in addition to the other transaction, Alaris said that it had reduced its overall debt by nearly $90 million, to $420 million, thus reducing the company's projected annual interest expense by more than $33 million versus its full year 2002 interest expense, and reducing the weighted average interest rate on its debt by more than five percentage points.

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 9 ¾% 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 9 ¾% 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 company said 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. Holders tendering after that would only be eligible to receive the total consideration minus the consent payment.

All tendering holders of the two series of cash-pay notes - the 9 ¾% 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 with a group of banks and other lenders providing for up to $235 million in aggregate principal amount of term loans and an approximately $30 million revolving credit facility; the public offering by Alaris Medical of approximately $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 expected to make payment for all notes validly tendered and accepted for purchase promptly after the expiration date. It estimated that if these transactions were 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 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.

Alaris said on June 23 that it had extended the expiration date of its previously announced tender offers to 5 p.m. ET on June 30, subject to possible further extension, from the previous June 20 deadline, but would not extend the consent solicitation beyond June 20.

Alaris said that as of June 23, it had received tenders for 100% aggregate principal amount of the 11 5/8% notes, 100% aggregate principal amount at maturity of its 11 1/8% notes and 99.9% aggregate principal amount of the 9 ¾% notes.

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

Cooperative Computing completes tender offer for 9% 08 notes

New York, July 1 - Cooperative Computing, Inc. (B2/B+) said that it had completed its previously announced tender offer for its outstanding 9% senior subordinated notes due 2008, which expired as scheduled at 11:59 p.m. ET on June 26, without extension. As of that deadline, the company had accepted tenders from the holders of 82.5% of the $100 million of outstanding notes under the terms of the tender offer.

It said that the total consideration for each $1,000 principal amount of notes validly tendered was $1,022.50, plus accrued and unpaid interest up to, but not including, the payment date. The total consideration included a consent payment of $22.50 per $1,000 principal amount of notes, which was paid to all holders of notes, as previously announced. Payment for the notes and the consent payments were made on or about June 27.

Cooperative Computing also said that on June 27, along with the notes' indenture trustee, it had executed a supplemental indenture incorporating indenture changes previously approved by the requisite percentage of noteholders, and said that holders of all 9% senior subordinated notes that now remain outstanding would be bound by such amendments.

The company further announced that it had officially completed its previously announced offering of $157 million aggregate principal amount of new 10 ½% senior notes due 2011, which had taken place on June 13; a portion of the proceeds from that note sale was slated to be be used to repurchase the outstanding 9% notes, as well as to permit corporate parent Cooperative Computing Holding Company, Inc., to repurchase shares of common stock from certain stockholders, and to and repay its existing credit facility.

And concurrently with the completion of the notes offering and the tender offer, Cooperative Computing entered into a new senior credit facility with JPMorgan Chase Bank, as administrative agent, and J.P. Morgan Securities Inc., as arranger. The senior credit facility provides for revolving borrowings of up to $15 million. Borrowings under the senior credit facility will be used for working capital purposes and other general corporate purposes.

As previously announced, Cooperative Computing, an Austin, Tex.-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 initially said that tendering noteholders delivering such consents within the first 10 business days of the tender offer could additionally 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 (this was subsequently modified, on June 25, to allow payment of the consent payment to all noteholders, whether they had tendered or not).

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

It said it expected the tender offer to be conditioned on the consummation of the senior notes offering, although it cautioned that it could give no assurance that the tender offer would be commenced or completed.

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 11:59 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.

On June 12, Cooperative Computing said that said that it had received tenders and consents in excess of a majority of its 9% notes by the consent deadline that day.

The company said that in the event that the other previously announced conditions to the tender offer and consent solicitation were to be met or waived, it expected 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 on June 13 that Cooperative Computing had sold $157 million of new 10 ½% senior notes due 2011 - downsized from the originally planned $175 million - with deal proceeds slated to fund the 9% notes tender offer.

On June 25, as noted, the company said it had amended the original tender offer terms to provide that all noteholders would receive the consent payment on the payment date, whether or not they had tendered their notes under the offer or by the consent deadline, provided the minimum tender condition, the financing condition and the general conditions to the offer were satisfied, Cooperative Computing had received the requisite consents to the indenture changes and the supplemental indenture had been executed. The company said that all other terms would remain unchanged, and added that should the proposed amendments become effective, noteholders choosing not to tender their notes in the offer would no longer be entitled to certain covenants and events of default in the Indenture.

JP Morgan was the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Wells Fargo Bank Minnesota, N.A. acted as the depositary.

Sea Containers exchange offer for 9½%, 10½% notes expires

New York, July 1 - Sea Containers Ltd. (B1) said that the previously announced offer to exchange new debt for its outstanding 9 ½% senior notes and 10 ½% senior notes - both of scheduled to mature on July 1 - expired as scheduled at 5 p.m. ET on June 27, with no further extension.

The company said that based on the information provided by the exchange agent for the offer, approximately $22.5 million aggregate principal amount of the notes has been tendered for exchange, which id formally scheduled to close on July 2. Upon the closing, Sea Containers will cancel the notes accepted for exchange and will issue an equal aggregate principal amount of new 13% senior notes due 2006.

It also said that a separate exchange offer involving its 12 ½% senior subordinated debentures due 2004, which began on May 28, remains open and is scheduled to expire on July 9.

As previously announced, Sea Containers, a Bermuda-based passenger transport, leisure and container leasing company, said on May 28 that it had begun an offer to exchange new debt for its outstanding 9½% and 10½% notes.

The company said it would offer $1,000 principal amount of new 13% notes for each $1,000 principal amount of its existing 9½% senior notes and 10½% senior notes. Holders would also receive a cash exchange fee of $10 per $1,000 principal amount.

Sea Containers said it would pay accrued interest through the expiration date, which was initially set as 10 a.m. ET on June 25 (this was subsequently extended).

The company said in the prospectus filed with the Securities and Exchange Commission that it had $95.223 million principal amount of the 9½% senior notes and $63.575 million principal amount of the 10½% senior notes outstanding.

Sea Containers said it would pay registered broker/dealers a soliciting brokers' fee of 2% of the principal amount of the old notes they tendered on behalf of customers.

The covenants, events of default and other terms of the new notes will be "substantially similar" to the existing notes, Sea Containers said. The principal differences will be interest rates, maturity dates and redemption provisions; the new notes will be callable from July 1, 2005 onwards at par.

Also, the new notes' indenture will not specifically exclude a spin-off distribution to Sea Containers' shareholders of the common shares of Orient-Express Hotels from the definition of "restricted payment"; the exchange of Sea Containers' 12½% senior subordinated debentures due 2004 for unsubordinated debt of Sea Containers will not generally be a restricted payment; and some covenants will terminate permanently if the new notes ever achieve investment-grade ratings.

Sea Containers said it was carrying out the exchange as part of a debt restructuring, since it did not anticipate having enough cash flow to pay off the $734.5 million of debt due by the end of 2004. As a result it said it was looking to extend maturities and sell or refinance assets to raise cash.

The dealer manager for the exchange was Lazard Frères & Co. LLC. The information agent was Georgeson Shareholder Communications Inc. (banks and brokers call 212 440-9800, U.S. noteholders call 866 324-5897, foreign noteholders call collect at 011 44 207 335 8700). The Bank of New York was the exchange agent for the offer.

Maxim/Anthony Crane extends exchange offer for 10 3/8% 08 notes, 13 3/8% 09 debentures

New York, July 1 - Maxim Crane Works ( C ) again extended its previously announced exchange offer and consent solicitation for the 10 3/8% senior notes due 2008 of its Anthony Crane Rental, LP and Anthony Crane Capital Corp. subsidiaries and the 13 3/8% senior discount debentures due 2009 of Anthony Crane Rental Holdings, LP and Anthony Crane Holdings Capital Corp, the name under which Maxim formerly did business.

The offer has now been extended to 12:01 a.m. ET on July 8, subject to possible further extension, from the prior deadline of 12:01 a.m. ET on June 28.

The company said that holders of 94.2% of the senior notes and all of the senior discount debentures had delivered their waivers and consents, unchanged from previously announced holder participation levels.

As previously announced, the Pittsburgh-based crane rental company is offering new notes in exchange for its senior discount debentures; the new notes would initially pay 12 5/8% annual interest on a PIK (payment-in-kind) basis through Feb. 1, 2004. After that, interest would accrue at the annual rate of 9 3/8% and would be paid in cash.

It also said that its Anthony Crane Rental LP subsidiary had begun a similar offer to exchange new 9 3/8% senior notes due 2008 for its outstanding 10 3/8% senior notes due 2008.

Maxim originally said that it would pay holders of its senior notes a total $1.8 million as a consent fee, although it subsequently raised that to $2.21 million; It will pay a total consent fee to holders of its senior discount debentures of $190,000.

The depositary for the exchange offer is U.S. Bank NA.

Vantico completes restructuring, including exchange offer for 12% 10 notes

New York, July 1 - MatlinPatterson Global Opportunity Partners announced the completion of the previously announced restructuring of Vantico Group SA (Ca), and the transfer of the business to HMP Equity Holdings, its partnership with Huntsman LLC.

Matlin Paterson said Huntsman now has full operational and financial control of the business and has renamed it Huntsman Advanced Materials. It will be managed as part of Huntsman's Polyurethanes and Specialties Division.

The restructuring involved the exchange of a significant amount of debt for equity, including the previously announced exchange by Vantico of cash or common equity interests for its approximately $250 million of outstanding 12% senior notes due 2010. That exchange offer concluded as scheduled at 9 a.m. London time on June 30, with no further extension.

MatlinPatterson said that disposal of that debt, as well as CHF150 million in new cash being put into the business, restores the business' balance sheet to full health. The initiative gives MatlinPatterson and Huntsman approximately 90% ownership of the business. Various stakeholders own the remaining 10%.

As previously announced, Vantico, a Luxembourg-based and manufactures polymer and adhesives, said on May 29 that it had begun the exchange offer for the 12% notes on May 16, and had also obtained an extension on waivers from its bank lenders enabling it to complete its restructuring.

The company said the initial deadline was 5 p.m. London time on June 16 (this was subsequently extended).

It said that note holders could elect to receive €300 in cash or 5.1 common equity interests in the company per €1,000 in principal amount of notes tendered. The noteholders who choose the equity exchange offer can subscribe for additional equity in the company.

The exchange is conditioned upon the successful completion of a refinancing of the existing senior bank debt and the achievement of a 99% threshold of acceptance by noteholders, with the company already holding 73% of the notes, having received them from MatlinPatterson Global Opportunities Partners, LP and SISU Capital Ltd., members of the ad hoc committee of holders.

The ad hoc committee provided a bridge facility of up to €50 million to Vantico as part of the restructuring, and borrowings will be repaid to the extent possible with available liquidity when the restructuring closes. The remainder of the bridge equity will be terminated, on the basis that each €1 million of outstanding principal and accrued interest under the facility will be converted into 0.4% of the units to be outstanding after completion ofthe exchange offer, equity private placement and the bridge equity.

The company said that at completion of the restructuring, MatlinPatterson would hold 60% of the equity and was expected to transfer that stake to HMP Equity Holdings Corp., which is jointly owned by MatlinPatterson and the Huntsman family.

The exchange is being carried out as a private offering only to noteholders who are not U.S. citizens, or who are U.S. citizens that are accredited investors as defined by the Securities Act of 1933, as amended.

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