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

The AES Corp. (B3/B+) said on Monday (Nov. 4) that it had waived 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. Under the original terms of the offer, holders had to have tendered their notes by the early tender deadline in order to be eligible to receive an early tender bonus cash payment as part of their total consideration - but AES said that holders who validly tender their notes by the upcoming expiration deadline of the offer - Nov. 8 - and who do not subsequently withdraw them, and would be eligible for the applicable early tender bonus cash payment.

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 amount 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 Tenders of the 2002 notes and the ROARs could be withdrawn at any time prior to the later of the early tender deadline and the time that AES announces that it has received valid and unwithdrawn tenders representing at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. On Oct. 31, AES said that it had again extended the early tender deadline to 5 p.m. ET on Nov. 1, subject to possible further extension, from the prior Oct. 30 deadline.

Nationwide Credit completes 10¼% '08 note exchange offer

NCI Holdings, Inc. and Nationwide Credit, Inc. (Ca) said on Monday (Nov. 4) that they had completed their previously announced offer to exchange all of Nationwide's outstanding 10¼% senior notes due 2008 for common stock of NCI Holdings, Inc. The offer expired as scheduled at 5 p.m. ET on Friday (Nov. 1), with no further extension.

News of the completion of the exchange offer came within the context of the company's announcement that it had completed an overall corporate refinancing effort; in addition to the exchange offer, the refinancing effort included the investment in the company of $7 million of new mezzanine financing by Nationwide Inflection LLC. Nationwide Inflection LLC was a major holder of the bonds before the exchange. Total debt will be reduced from $130 million to $30 million following the refinancing.

The transaction was 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.

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