AES completes solicitation of noteholder consents

The AES Corp. said on Wednesday (April 2) that it had completed a pair of previously announced solicitations of noteholder consents to desired changes in the indentures of a total of 12 series of notes. AES said that the two solicitations had expired as scheduled at 5 p.m. ET on Tuesday (April 1) without further extension. It said that it had received the requisite number of consents to the indenture changes from the holders of each series of notes, and had accepted for payment of the appropriate consent fees all validly delivered consents.

AES sought noteholder approval to change the indentures of the various series of notes so that they would conform with the indenture governing its recently issued 10% senior secured notes due 2005, particularly the definition of "Material Subsidiary" and certain events of default.

As a result of these conforming changes, approved by the noteholders of each series of securities, no AES subsidiaries currently classify as "Material Subsidiaries" for purposes of the subsidiary bankruptcy event of default under the indentures governing these notes.

The solicitation agent was Salomon Smith Barney (contact the Liability Management Group at 212 723-6106 or toll-free at 800- 558-3745).

AS PREVIOUSLY ANNOUNCED: AES, an independent global power producer based in Arlington, Va., said on Dec. 12 that it had completed its previously announced exchange offer, under which it issued approximately $258 million face amount of new 10% senior secured notes due 2005 in exchange for approximately $240.013 million aggregate principal amount of its 8¾% senior notes due 2002 (80% of the originally outstanding $300 million), and $173.889 million aggregate principal amount of its 7 3/8% ROARS due 2013 (approximately 87% of the originally outstanding $200 million). AES gave the holders of the existing notes $350 of the new 10% 2005 notes and $650 cash per $1,000 principal amount of the existing notes tendered.

On March 14, AES said that it had begun soliciting the consents of holders of several series of its outstanding senior and senior subordinated notes to proposed indenture changes aimed at amending parts of those notes' indentures to generally bring those provisions into conformance with those contained in its recently issued senior secured notes due 2005, specifically, the addition of events-of-default to the indentures of the various series of notes, since no such provisions were contained in the indentures at the time the solicitation began.

It said the solicitation would expire at 5 p.m. ET on March 27 (on March 27, AES announced that the solicitation had been extended to 5 p.m. ET on April 1 to bring the expiration into line with the expiration deadline of a separate, though similar, consent solicitation which the company subsequently launched covering several additional series of notes not covered in this solicitation).

AES offered a consent fee of $1.25 per $1,000 principal amount to holders of record of such securities (as of the close of business on Thursday, March 13) validly tendering consents to the proposed amendments by the deadline.

AES said that its obligation to accept consents and pay a consent fee to consenting holders would be subject to numerous conditions set forth in the official consent solicitation statement.

It said the solicitation would cover its 8¾% Series G senior notes due 2008; its 9½% Series B senior notes due 2009; its 9 3/8% Series C senior notes due 2010; its 8 7/8% Series E senior notes due 2011; its 7 3/8% Remarketable or Redeemable Securities (ROARS) due 2013, which are puttable this year; its 8 3/8% senior subordinated notes due 2007; its 10¼% senior subordinated notes due 2006; its 8½% senior subordinated notes due 2007; and its 8 7/8% senior subordinated notes due 2027.

AES also said that it planned to launch a consent solicitation on substantially similar terms that would cover its 8% Series A senior notes due 2008; its 8 3/8% Series F senior notes due 2011; and its 4 ½% convertible junior subordinated debentures due 2005. It said that consent solicitation would be launched once AES has complied with certain notification and filing requirements of the Securities Exchange Act of 1934, the New York Stock Exchange and the Luxemburg Stock Exchange. On March 26, AES said that it had launched that solicitation, as previously indicated, and that the the solicitation woulds expire at 5 p.m. ET on April 1, subject to possible extension. AES said it would offer the noteholders of record (as of the close of business on March 24) a consent fee of $1.25 per $1,000 principal amount tendered to holders of the 8% notes and the 4½% convertible notes, and a consent fee of $2 per £1,000 principal amount of the 8 3/8% notes. AES said its obligation to accept consents and pay a consent fee to consenting holders would be subject to numerous conditions set forth in the official consent solicitation statement. AES also said it was meanwhile continuing the similar, previously announced consent solicitation involving several other series of its outstanding public debt.

New Millennium Homes exchange offer for zero-coupon '04 notes expires

New Millennium Homes LLC said Monday (March 31) that its previously announced offer to exchange newly issued zero-coupon notes for a like amount of outstanding zero-coupon notes due 2004, and the related consent solicitation, had expired as scheduled at 5 p.m. ET that day, with no further extension.

As of the expiration deadline, $113.843 million principal amount of the 2004 notes had been properly tendered to exchange agent representing approximately 99.8% of the outstanding amount. Of those, $3.444 million principal amount of the notes had been tendered pursuant to procedures for guaranteed delivery, but had not been physically delivered to the exchange agent.

New Millennium said that it would accept for exchange all notes validly tendered prior to the expiration deadline.

U.S. Bank NA in St. Paul, Minn. (call 800- 934-6802) was the exchange agent for the transaction.

AS PREVIOUSLY ANNOUNCED: New Millennium, a Calabasas, Calif.-based homebuilder, said on Jan. 31 that it was planning an offer to exchange up to $114.051 million principal amount of newly issued zero-coupon notes due 2007 for a like amount of the outstanding 2004 notes.

New Millennium, said in a Form T-3 filed with the Securities and Exchange Commission that in addition to the exchange offer, it planned to solicit the consent of the holders of the existing notes to certain amendments to the notes' indenture, as well as to the termination of the related pledge agreement between the company and U.S. Bank Trust National Association, as the secured party, and the release of the capital stock of New Millennium's two subsidiaries currently pledged as collateral under the pledge agreement.

New Millennium did not initially outline a timetable for the planned exchange offer.

The company said that U.S. Bank Corporate Trust would be the exchange agent for the transaction.

On Feb. 7, New Millennium officially announced the start of the previously mentioned exchange offer in an amended T-3 filing with the SEC. It initially set 5 p.m. ET on March 10 as the expiration deadline for the offer (this was subsequently extended).

It said it would solicit the consent of the noteholders to indenture changes aimed at eliminating substantially all of the restrictive covenants and certain of the event-of-default provisions, and modifying or eliminating other provisions (including those requiring the pledge of the equity securities of New Millennium's subsidiaries).

The company said that in order for the indenture changes to become effective, it would require the consent of the holders of at least a majority of the outstanding notes.

New Millennium said it had been advised by the holders of approximately 60% of both the aggregate principal amount of the existing notes and the outstanding Series A Participating Perpetual Preferred Shares held by the holders of the notes that they intend to support the exchange offer and will tender their notes for exchange under the terms of the offer.

On March 11, New Millennium said that it had extended its its exchange offer and the related consent solicitation from the original March 10 deadline to 5 p.m. ET on March 24 (the deadline was ultimately extended again, to 5 p.m. ET on March 31, although no public announcement was made at that time).

As of the original deadline, $100.154 million principal amount of the 2004 notes had been properly tendered to the exchange agent, representing approximately 88% of outstanding notes. Of that amount, $13.062 million principal amount of the notes had been tendered pursuant to procedures for guaranteed delivery, but had not been physically delivered to the exchange agent.

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