AES Corp. again extends early tender deadline for '02, '03 notes

The AES Corp. (B3/B+) said on Thursday (Oct. 31) that it had again extended the early tender deadline on its previously announced offer to exchange a combination of cash and new senior secured securities for up to $500 million of senior notes scheduled to come due in 2002 and 2003. That early tender deadline - by which holders must tender their notes in order to be eligible to receive an early tender bonus cash payment as part of their total consideration - was extended to 5 p.m. ET on Friday (Nov. 1), subject to possible further extension, from the original Wednesday (Oct. 30) deadline.

AS PREVIOUSLY ANNOUNCED, AES, an Arlington, Va.-based global independent power producer said on Oct. 3 that it had begun an offer to exchange the cash and new debt for its $300 million of outstanding 8¾% senior notes due 2002 and its $200 million of outstanding 7 3/8% remarketable and redeemable securities ("ROARS") due 2013, which are putable in 2003.

AES said it would exchange $500 in cash and $500 principal amo unt of a new issue of 10% senior secured notes due 2005 per $1,000 principal amount of the existing 2002 notes, and would exchange $1,000 principal amount of the new 10% notes per $1,000 principal amount of the ROARS. It additionally said it would pay an early tender bonus payment of $15 per $1,000 principal amount of the 2002 notes tendered and $5 per $1,000 principal amount of the ROARS tendered to holders who tender their notes prior to the early tender deadline (originally 5 p.m. ET on Oct. 25, which was subsequently extended) and who do not subsequently withdraw such securities, assuming the exchange offer is consummated.

It said the exchange offer would expire at 5 p.m. ET on Nov. 8, subject to possible extension. Tenders of the 2002 notes and the ROARs could be withdrawn at any time prior to the later of the early tender deadline and the time that AES announces that it has received valid and unwithdrawn tenders representing at least 75% in aggregate principal amount of the 2002 notes and the ROARS on a combined basis. In no event shall the latter time be later than the announced expiration date.

The company said that consummation of the exchange offer would be subject to a number of significant conditions, including (but not limited to) that valid and unwithdrawn tenders are received representing at least 75% in aggregate outstanding principal amount of the 2002 Notes and the ROARs on a combined basis; AES' concurrent entry into a new senior secured credit facility; the valid amendment of certain documentation executed in connection with the issuance of the ROARS in order to permit the completion of the exchange offer; and the absence of certain adverse legal and market developments.

AES said that the new senior secured notes being offered to the holders of the 2002 notes and the ROARS would be secured equally and ratably with all debt outstanding under the new senior secured credit facilities, by first-priority liens, subject to certain exceptions and permitted liens, on all of the capital stock of domestic subsidiaries owned directly by AES and 65% of the capital stock of certain foreign subsidiaries owned directly by AES and on certain inter-company receivables, inter-company notes and inter-company tax sharing agreements owed to AES by its subsidiaries. In addition, the new senior secured notes will be subject to a mandatory offer to repurchase with a portion of the net cash proceeds received from certain asset sales by AES.

The offering of the new senior secured notes in the exchange offer is being made only to "qualified institutional buyers" and "persons other than a U.S. person" located outside the United States under the definitions contained in Rule 144A and Regulation S of the Securities Act of 1933, as amended.

AES further said that concurrently, it was also launching a new multi-tranche $1.6 billion senior secured credit facility, which would be secured equally and ratably with the new senior secured notes. Consummation of the new senior secured facility would be subject to a number of conditions, including the completion of the exchange offer for the bonds and participation of all of its existing lenders.

On Monday (Oct. 28), AES said that it was extending the early tender deadline on its offer to 5 p.m. ET on Oct. 30, subject to possible further extension, from the original Oct. 25 deadline.

ICO completes 10 3/8% '07 notes tender offer

ICO, Inc. on Thursday Oct. 31 announced the final results of its previously announced tender offer to acquire its outstanding 10 3/8% Series B Senior notes due 2007. The company said that it had accepted for purchase $89.57 million principal amount of the notes under terms of the tender offer, which expired as scheduled at midnight ET on Oct. 30 without any further extension.

ICO said that it would pay a total sum of $90,978,861 for the tendered notes, consisting of $972.50 per $1,000 principal amount for each note plus accrued interest. It is anticipated that the company will fund the purchase of the tendered notes on Friday (Nov. 1). ICO and the notes' trustee will execute a supplemental indenture containing certain amendments to the indenture governing the notes, as previously announced, immediately prior to the consummation of the note purchase.

Jefferies & Co., Inc. acted as dealer manager and solicitation agent (contact Joseph F. Maly at 415 229-1487). Mellon Investor Services LLC, (contact Harvey Eng at 917 320-6286) acted as the depositary and information agent in connection with the modified tender offer.

AS PREVIOUSLY ANNOUNCED, ICO Inc., a Houston-based chemical company which manufactures polymer products, said on Sept. 19 that it had begun a "modified Dutch auction" tender offer for up to $90 million aggregate principal amount of its 10 3/8% notes. It initially set the expiration deadline at midnight ET on Thursday (Oct. 17), although this was subsequently extended, and said that tendered notes could be withdrawn at any time prior to the expiration time.

ICO initially said that it would determine the price it would pay for the notes via the "modified Dutch auction" procedure (although this was subsequently abandoned in favor of the price announced on Oct. 16). Under the ORIGINALLY announced terms, the purchase price would have fallen somewhere in a range of between $900 and $970 per $1,000 principal amount of notes tendered, plus accrued interest to the date of purchase. The company said that each noteholder desiring to tender notes would have to either 1) communicate to The Depository Trust Co. when tendering the price within the prescribed range at which the notes were being tendered, in multiples of $5 per $1,000 principal amount; OR 2) not specify a price, in which case the holder would be deemed to have specified the minimum offer price of $900.

Under the "modified Dutch auction" procedure originally proposed, ICO said it would accept tendered notes in the order of the lowest to the highest tender prices specified by tendering holders within the prescribed purchase price range, and it will select the single lowest specified price that will enable the company to purchase $90 million aggregate principal amount of its notes (or such lesser amount as ICO might choose to accept for purchase). ICO said it would pay the same purchase price for all notes that are tendered at or below the purchase price, upon the terms and subject to the conditions of the tender offer, including the pro ration terms for the offer. ICO said that if the aggregate principal amount of senior notes tendered prior to the expiration deadline at or below the purchase price were to exceed $90 million (or such lesser amount as ICO might choose to accept for purchase), then, subject to the terms and conditions of the tender offer, ICO would first accept for payment all notes tendered at prices below the purchase price, and then it would accept for payment notes that are tendered at the purchase price on a pro rata basis.

Each tendering noteholder would be deemed to have consented to certain proposed amendments to the indenture covenants and default provisions applicable to the senior notes. These amendments would delete most of the covenants in the indenture for the senior notes and several events of default. Tendering noteholders would also be deemed to have waived the covenant that ICO offer to repurchase its senior notes using the proceeds of the sale of its oilfield services business segment. ICO said it would execute a supplement to the indenture putting into effect the amendments and the waiver immediately prior to closing the tender offer, if it has received consents representing at least a majority of the outstanding principal amount of the senior notes.

ICO said it would fund the tender offer out of cash on hand, including the proceeds it received on Sept. 6 from the sale of its oilfield services business segment. In addition to financing the tender offer, ICO intends to use the proceeds from the sale to invest in assets related to its core polymers processing business. ICO has recently retained Jefferies & Co., Inc. (which is also acting as dealer manager and solicitation agent for the tender offer) to advise it on possible acquisitions and related financings.

On Oct. 16, ICO said that it had modified and extended its tender offer, abandoning the originally announced "modified Dutch auction" procedure for setting the purchase price and amount to be purchased and instead offering to repurchase all of the outstanding notes at a price of 97.25% of face value (i.e., $972.50 per $1,000 principal amount of notes tendered) plus accrued interest up to the date of purchase. The price is higher than the top end of the range it had set in the Dutch auction procedure. ICO said that at the revised price, it expected the tender offer to be "overwhelmingly accepted."

ICO also said that it had received informal indications from a group purporting to represent holders of approximately 70% of the outstanding notes that they intended to accept the modified tender offer. The modified tender offer - which had been scheduled to expire on Oct. 17 - was extended to midnight ET on Oct . 30, subject to possible further extension.

PRIMEDIA bought back bonds, preferred stock

PRIMEDIA Inc. said Thursday (Oct. 31) that it had purchased $23.3 million of bonds from August through October. The bonds were bought at a discount, primarily the highest coupon 10¼% issue, and were then retired, which resulted in a gain of $3.2 million.

PRIMEDIA, a New York based magazine publisher and provider of editorial content via the Internet and television, also said that starting this past March, it had exchanged approximately $75 million of preferred stock for approximately 14 million common shares, effectively selling the common at $5.25 per share and reducing the preferred cash dividend by approximately $7 million annually.

Nationwide Credit again extends 10¼% '08 note exchange offer

NCI Holdings, Inc. and Nationwide Credit, Inc. (Ca) said on Thursday (Oct. 31) that they had again extended their pending offer to exchange all of Nationwide's outstanding 10¼% senior notes due 2008 for common stock of NCI Holdings, Inc. The offer was extended to 5 p.m. ET on Friday (Nov. 1), subject to possible further extension, from the previous Oct. 31 deadline.

Nationwide said that to date, it has received tenders of senior notes from the holders of approximately 52.5% of the outstanding notes under the terms of the exchange offer - down slightly from the 52.6% reported on Oct. 25, and well down from the 71.3% that had been reported for several weeks previously.

The transaction is being handled by State Street Bank and Trust Co., the depository for the offer as well as trustee for the notes.

AS PREVIOUSLY ANNOUNCED, NCI Holdings and Nationwide Credit Inc., a Kennesaw, Ga.-based financial services company, said on July 12 that their pending exchange offer for the 10¼% notes had been extended to 5 p.m. ET on July 19. The offer had not been publicly announced previously. The company said that as of July 12, it had received tenders of senior notes from the holders of approximately 67.9% of the outstanding notes under the terms of the exchange offer. On July 19, NCI and Nationwide announced that they had again extended the exchange offer to 5 p.m. ET on July 26 from the previous July 19 deadline, and said that as of the previous deadline, they had received tenders of approximately 68.5% of the outstanding notes, up from 67.9% reported on July 12, when the offer had last been previously extended. Although the exchange offer was subsequently extended past the July 26 deadline, no public announcement was made at that time; the next announcement, on Aug. 16, again extended the exchange offer to 5 p.m. ET on Aug. 23, subject to possible further extension, and said that to date, the company had received tenders of senior notes from the holders of approximately 71.6% of the outstanding notes under the terms of the exchange offer, up from 68.5% reported on July 19.

On Aug. 23, Nationwide said it had again extended the exchange offer to 5 p.m. ET on Aug. 30, subject to possible further extension, and said that to date it has received tenders of senior notes from the holders of approximately 71.3% of the outstanding notes, down slightly from the 71.6% reported on Aug. 16. On Aug. 30 and again on Sept. 6, Sept. 13, Sept. 20 and Sept. 27, Nationwide said that it had once again extended the exchange offer, to 5 p.m. ET each on Sept. 6, Sept. 13, Sept. 20, Sept. 27 and Oct. 4, respectively, subject to possible further extension. Each time it said that to date, it had received tenders of the senior notes from the holders of approximately 71.3% of the outstanding notes, unchanged from the amount reported on Aug. 23. On Oct. 25, Nationwide again extended the offer, to Oct. 29, (this was subsequently extended by one day several times) and said that to date, it had received tenders of senior notes from the holders of approximately 52.6% of the outstanding notes under the terms of the exchange offer - well down from the 71.3% that had been reported for several weeks previously.

AutoNation begins 9% '08 note consent solicitation

AutoNation, Inc. said that it has begun soliciting consents to proposed indenture changes from the holders of its $450 million of 9% senior notes due 2008. In an Oct. 24 announcement, the Fort Lauderdale, Fla.-based retailer of new and used vehicles - the largest in the U.S. - said that holders of record of the notes as of Oct. 23 would be asked to approve the proposed indenture amendment, which would increase by $400 million the company's capacity to make restricted payments under the terms of the indenture, including payments for the repurchase of AutoNation's common stock.

The consent solicitation will expire at 5 p.m. ET on Nov. 6, Subject to possible extension. It is conditioned on the receipt of consents from holders of at least a majority of the outstanding notes and other customary conditions.

Banc of America Securities LLC (call 888 292-0070 toll-free or 704 388-4813 collect) is the lead solicitation agent, with Wachovia Securities serving as co-solicitation agent. Innisfree M&A Inc. (noteholders call toll-free at 888-750- 5834, banks and brokers call collect at 212-750-5833) is serving as Information Agent in connection with the consent solicitation. Wells Fargo Bank Minnesota, National Association, is serving as tabulation agent.

VCA Antech retires 13.5% notes, repays some 15.5% notes

VCA Antech, Inc. said that it repaid $30 million of its outstanding 15.5% senior notes and retired all $15 million of its outstanding 13.5% senior subordinated notes. In an Oct. 24 announcement, the Los Angeles-based operator of free-standing veterinary hospitals and veterinary-exclusive clinical laboratories said that funds used to repay the debt and pay the prepayment premium and transaction costs were derived from an additional $25 million of term loan C notes issued under the company's senior credit facility, and $25.2 million of cash on hand.

The company said that for the next 12 months, this net reduction in debt and the lower effective interest rate will result in an estimated net annual pre-tax savings of approximately $5 million in interest expense.

VCA also said that in connection with the repayment of the notes, it incurred approximately $9.6 million of costs, including $4.8 million in prepayment premium and transaction costs, and $4.8 million in non-cash costs pertaining to the write-off of unamortized discount and deferred financing costs associated with the debt retired. These charges will be recognized during the fourth quarter of 2002 as an extraordinary loss in the amount of approximately $5.5 million, net of income taxes.

As of Sept. 30, VCA had $36.7 million principal amount of the 15.5% notes remaining outstanding, as well as $170 million of 9 7/8% senior subordinated notes. Total debt, including $167.7 million of term loan debt, stood at $373 million.

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