Ziff Davis Media again extends 12% '10 note exchange offer

Ziff Davis Media Inc. (CCC-) said on Friday (Aug 2) that it had again extended its previously announced offer to exchange a package of cash and new notes for its outstanding 12% senior subordinated notes due 2010, along with the related solicitation of noteholder consents to its proposed financial restructuring plan. The offer was extended to 9 a.m. ET on Aug. 5, from the previous Aug. 1 deadline. Ziff Davis also said that as of Aug. 1, holders of approximately 91% of the aggregate face amount of bonds had now formally accepted the exchange offer, and that over 98% of the same bondholders and 96% of the senior bank lenders who voted had also consented to the prepackaged plan which Ziff Davis might use to implement the restructuring.

AS PREVIOUSLY ANNOUNCED, Ziff Davis Media, a New York-based publisher of technology-oriented magazines, said on May 1 that bondholders representing approximately 60% of its $250 million of 12% notes had agreed in principle to participate in a comprehensive financial restructuring, under which the company would offer the holders of the outstanding notes an aggregate of $30 million in cash, $95 million in new payment-in-kind senior subordinated notes issued by Ziff Davis Media, as well as both shares of a new preferred stock and warrants for the purchase of common stock of Ziff Davis Holdings Inc., the parent company of Ziff Davis Media, in exchange for their existing notes. Completion of the exchange offer would allow Ziff Davis to reduce its debt by approximately $155 million and its cash debt service requirements over the next several years by approximately $30 million annually. Ziff Davis also announced that in connection with such agreements, the controlling stockholder of Ziff Davis Holdings - Willis Stein & Partners III LP - and other existing stockholders had agreed in principle to make an equity cash infusion of $80 million, in exchange for new preferred stock and warrants for the purchase of common stock in Ziff Davis Holdings Inc. in order to facilitate the planned restructuring. Ziff Davis Media's existing bank credit agreement would meanwhile remain in place, with an amendment incorporating certain anticipated modifications to be negotiated with the bank lenders. Ziff Davis said that the obligations of all parties to participate in the financial restructuring would be subject to a number of conditions, including an amendment to the senior bank credit agreement, acceptances of the exchange offer for the notes by the holders of at least 95% of the existing senior notes, and finalization of documentation.

In connection with the exchange offer, Ziff Davis further said that it planned to solicit consents for a pre-packaged plan of reorganization which, if used, would result in the company's business operations continuing uninterrupted and with customers, trade creditors and employees being unaffected. The company said that following the negotiation of a comprehensive amendment to its bank credit agreement, it expected to begin to formally solicit bondholders within the next few weeks to tender their senior notes in the proposed exchange offer.

On June 17, Ziff Davis said that it had received consents from the holders of approximately 90% of the outstanding loans under its senior credit facility and had reached an agreement in principle with those holders regarding the proposed amendment to the existing credit agreement. It said that the proposed amendment provided for, among other things, the company's existing senior credit agreement to be amended and restated, subject to certain customary conditions, including the final approval by all of the lenders and the completed restructuring of the company's 12% notes. Ziff Davis further said that it had formally begun solicitation of votes in support of its financial restructuring plan from holders of the 12% notes and from the senior lenders. The company reiterated that it was on track to complete its financial restructuring by the end of the summer.

On July 16 Ziff Davis said that it had extended its previously announced offer to exchange a package of cash and new notes for the 12% notes, along with the related solicitation of noteholder consents to the proposed financial restructuring plan. The offer was extended to 9 a.m. on July 23, 2002, subject to possible further extension, with the holders of over 87% of the aggregate face amount of the bonds having formally accepted the exchange offer, while over 95% of bondholders and senior bank lenders who voted also consenting to the prepackaged plan which Ziff Davis might use to implement the restructuring. The company also said that the $15 million bond interest payment that came due on July 15 will be included as part of the total value of cash and new securities that will eventually be issued to the noteholders once the exchange offer or the pre-packaged plan of reorganization is completed. On July 23, Ziff Davis again extended the exchange offer and consent solicitation for the 12% bonds to 9 a.m. ET on July 30 and said that so far the holders of over 88% of the bonds had formally accepted the terms of the financial restructuring plan, with approximately 98% of these same note holders and approximately 96% of the company's voting senior bank lenders consenting to implement the same financial restructuring plan through the prepackaged plan of reorganization.

On July 31, Ziff Davis further extended the exchange offer to 9 a.m. ET on Aug. 1, from the previous July 30 deadline. So far, holders of approximately 88% of the aggregate face amount of bonds had now formally accepted the exchange offer, and over 98% of the same bondholders and 96% of the senior bank lenders who voted had also consented to the prepackaged plan.

Doe Run extends, amends offers for '03, '05 notes

The Doe Run Resources Corp. (Ca/B-) said on Friday (Aug. 2) that it had extended its previously announced offer to exchange new notes plus a cash accrued interest payment for its outstanding 11¼% Series B senior secured notes due 2005, its outstanding 11¼% Series B senior notes due 2005 and its outstanding Series B floating interest rate notes due 2003, its previously announced concurrent cash tender off for those three series of notes and the previously announced related solicitation of noteholder consents to proposed changes in the indentures governing those notes. Those offers were extended to 5 p.m. ET on Aug. 6 from the previous Aug. 2 deadline. Doe Run also said that it has received "overwhelming support" for the offers from holders of all three categories of notes. Doe Run said that although, to the best of its knowledge, holders of approximately 95% of Doe Run's aggregate principal amount of notes outstanding have chosen to participate in the offers, as of the Aug. 2, approximately 86% of the floating rate notes have been tendered for participation in the offers. Because the minimum tender required for consummation of the offers is 90% of the aggregate principal amount outstanding of each category of notes, Doe Run is extending the expiration time of the Offers in order to continue discussions with John Hancock Funds, Triton Partners LLC and Hawkeye Capital, LP concerning the participation by such entities with respect to the floating-rate notes which those companies hold. Doe Run cautioned that there could be "no assurance that Doe Run will be able to consummate the Offers successfully."

AS PREVIOUSLY ANNOUNCED: On April 15, The Doe Run Resources Corp, a St. Louis-based metals smelting company, announced that it had reached an agreement in principle with its corporate parent, New York-based industrial conglomerate The Renco Group, Inc. and with Regiment Capital

Advisors, LLC, under which Renco and Regiment would provide Doe Run with significant capital that would enable Doe Run to restructure its existing debt. Under that agreement in principle, Renco said it would purchase $20 million of Doe Run preferred stock and Regiment - already a significant holder of Doe Run's 11¼% senior and senior secured notes and its floating interest rate notes - said it would commit to lend Doe Run $35 million, and would offer other holders of Doe Run notes the opportunity to participate in making such loan. Doe Run said it planned to make a cash tender offer for a portion of its notes, and an exchange offer for the balance of the notes. The $55 million in proceeds of the Renco investment and the Regiment loan would be used to finance the cash tender offer, to pay the accrued interest as of March 15 on the notes that would be exchanged in the exchange offer, and to pay certain costs of those transactions. Doe Run said that if they were successful, the cash tender offer and the exchange offer would significantly reduce its outstanding debt. Doe Run would meanwhile be able to continue to operate all its facilities at present levels and Doe Run's trade creditors would not be adversely affected. Besides the $20 million investment, Renco would also provide Doe Run with credit support of up to $10 million, if necessary, to provide additional working capital. Doe Run said the non-binding agreement in principle would be subject to agreement on the terms of definitive documentation and further said that the successful completion of the planned transactions would be subject to several conditions, including, among others, the participation by holders of 90% of the principal amount of each class of notes in the cash tender offer and/or the exchange offer (Doe Run originally issued $200 million of the 11¼% senior notes, $50 million of the 11¼% senior secured notes and $55 million of the floating rate notes). It would also be conditioned upon the satisfactory modification of Doe Run's U.S. and Peruvian revolving credit facilities. Doe Run said it anticipates the completion of definitive documentation for the Regiment loan and the Renco investment within 30 days of its press release, at which time more detailed terms would be announced and the cash tender offer and exchange offer would be commenced.

On May 16, Doe Run outlined the terms of the agreement in principal and announced its tender offer and exchange offer for the notes in an 8-K filing with the Securities and Exchange Commission. The company did not initially disclose expiration deadlines for either offer nor did it disclose deadlines for the related consent solicitations. Doe Run said that under the terms of its exchange offer, it would offer the holders of its outstanding 11¼% senior secured notes $770 per $1,000 principal amount of the notes in new Doe Run 11¼% exchange notes due 2007, plus a cash payment of $56.25 per $1,000 principal amount equal to the amount of accrued and unpaid interest through March 15. It would offer the holders of its existing 11¼% senior notes $670 per $1,000 principal amount of the notes in new exchange notes, plus the $56.25 per $1,000 principal amount interest payment, and it would offer the holders of the existing floating rate notes $670 per $1,000 principal amount of the notes in new exchange notes, plus an accrued interest payment of $46.90 per $1,000 principal amount. Doe Run said the exchange offer would be open only to those holders who could reasonably be defined as Accredited Investors under Rule 501 (a) of the Securities Act of 1933. Doe Run said that simultaneously with the exchange offer, it would begin a cash tender offer for the outstanding notes, under which it would offer to buy the notes at a price between $250 and $350 per $1,000 principal amount. Doe Run said that it would select as the cash payment the highest price specified by any noteholder that would enable the company to purchase the maximum amount of notes while not exceeding its target aggregate purchase price of $44 million. Doe Run said it would pay the same cash payment for all of the notes validly tendered at or below that cash payment price and not subsequently withdrawn, upon the closing of the transaction. It said that holders whose notes were accepted for purchase under the cash tender offer would not be eligible to receive any interest payment on them above the cash payment price. Any holder tendering notes under the cash tender offer would also be considered to have tendered them under the exchange offer as well. Should the amount of notes tendered under the cash tender offer and not subsequently withdrawn exceed the amount that the company would be able to buy and still stay within its available cash aggregate purchase price of $44 million, Doe Run would first accept for payment all notes tendered below that cash payment price and would then accept notes tendered at the cash payment price on a pro-rata basis. Any notes thus tendered under the cash tender offer which could not be purchased for cash would then be exchanged for the appropriate amount of new exchange notes and the appropriate cash interest payment. Doe Run said that should a holder choose to neither tender his existing notes under the exchange offer nor the cash tender offer, it reserves the right to leave such unexchanged or unpurchased notes outstanding upon the conclusion of its offers; it also, however, reserves the right (but is under no obligation) to subsequently purchase such notes as permitted under the terms of its new senior credit facility either on the open market or in negotiated transactions, either for similar or for different consideration as it is offering under the exchange offer and the cash tender offer. It also reserves the right to defease the remaining outstanding notes or to redeem them under the terms of their indentures. Any remaining outstanding notes will be subject to indenture changes for which Doe Run is seeking noteholder consent concurrently with its exchange and cash tender offers. Doe Run said the tender of notes under either the exchange offer or the cash tender offer would be considered to constitute noteholder consent to the proposed indenture amendments, which would eliminate substantially all of the restrictive operating and financial covenants in the indentures, and which would modify a number of the "event of default" provisions, and various other provisions currently contained in the existing notes' indentures. Doe Run also said that in connection with the offers, it would enter into a new $37.5 million, four-year senior secured credit facility with Regiment Capital Advisors, and that it would offer noteholders who initially elect to participate in the exchange offer the opportunity to participate as co-lenders under the New Senior Credit Facility on a pro-rata basis, based upon those noteholders' respective interests in the existing notes initially tendered in the exchange offer. The participation of the noteholders as co-lenders will be subject to Regiment's right, in its sole and absolute discretion, to lend at least 60% of the aggregate principal amount of the Initial Senior Loan. Each noteholder who elects to participate in the Initial Senior Loan will also participate as a co-lender in any subsequent senior loan approved by Doe Run's existing lenders on a pro- rata basis, in accordance with such noteholder's percentage interest in the Initial Senior Loan. The proceeds of the Initial Senior Loan will be used to consummate the exchange offer and the cash tender offer. Noteholders choosing to participate in the Initial Senior Loan will receive warrants exercisable for up to 20% of the fully diluted common stock of Doe Run, at an initial total exercise price of $2,000,000. The warrants would be distributed to the participating noteholders on a pro-rata basis in accordance with such participant's interest in the Initial Senior Loan. Doe Run said that consummation of the cash tender offer and the exchange offer, as well as related transactions, would be conditioned upon a number of conditions including - but not limited to - the valid tender (without subsequent withdrawal) of at least $125,000,000 total principal amount of the existing notes under the cash tender offer; the participation by 90% of the outstanding principal amount of each of the three series of existing notes in the exchange offer and/or the cash tender offer; and the receipt of the requisite consents to the proposed indenture changes. Doe Run said it expected to launch the tender offer and exchange offer by the last week of May, and warned that there could be no assurance that it would be able to successfully complete the transactions described. On June 6, Doe Run said in an SEC filing that it had begun an offer to exchange new notes plus a cash accrued interest payment for its outstanding 11¼% senior and senior secured notes due 2005, and its outstanding floating interest rate notes due 2003; had begun a concurrent cash tender off for those three series of notes; and had begun a related solicitation of noteholder consents to proposed changes in the indentures governing those notes. Doe Run said it was also offering noteholders choosing to participate in the exchange offer the option of also participating in its new senior credit facility as co-lenders. It outlined terms of the offers that were the same as those which Doe Run had already outlined in a previous SEC filing. In its latest filing, the company also said that the exchange offer, the cash tender offer and the right of participation in the senior loan would each expire at 5 p.m. ET on July 9, subject to possible extension. Tendered notes could be withdrawn at any time prior to the expiration date.

On July 9, Doe Run extended the pending exchange offer, the cash tender offer and the consent solicitation to 5 p.m. ET on July 19, and said that it was providing updated projected financial information. The company further reported that it had been engaged in "constructive discussions" with holders of a "significant amount" of its notes, and said it was extending the expiration time of the offers and providing the updated projected financial information "as an aid to further discussion of the Offers." On July 19, Doe Run said that it had further extended its exchange offer for its 11¼% senior and senior secured notes due 2005 and its Series B floating interest rate notes due 2003, its concurrent cash tender off for those three series of notes and solicitation of noteholder consents to 5 p.m. ET on Aug. 2, subject to possible further extension, from the previous July 19 deadline. The company also amended the terms of the aforementioned offers to - among other things - allow its noteholders the ability to elect to participate in a third offer, "the Exchange/Loan Offer," in addition to participating in the previously described cash tender offer or exchange offer. It said that holders who participate in this "Exchange/Loan Offer" will be able to exchange their notes for a participation interest in the Initial Senior Loan which the company, as previously announced, is entering into as part of its overall recapitalization. Doe Run said that it was extending the expiration time of the offers to allow noteholders to consider participating in such an additional offer. Doe Run also said it was amending the terms of the exchange notes which noteholders could elect to receive as part of either the exchange offer or the newly announced "Exchange/Loan Offer" to include, among other things, the provision of a required 1% per annum cash interest payment on each of the first two interest payment dates (as opposed to the previously outlined provision contained in the "Description of Exchange Notes" found in the official Offering Memorandum, which indicated that such interest payments could be paid in full "in kind" (i.e., through the issuance of additional notes, with no cash component). Doe Run further announced that in addition to the inclusion of the new "Exchange/Loan Offer," it has amended the previously outlined terms of its "New Senior Credit Facility" (including the "Subsequent Senior Loan Participation") and its exchange notes to be issued to holders of its current notes successfully participating in the exchange offer. Doe Run said that as amended, the New Senior Credit Facility will consist of the "Initial Senior Loan" in the amount of $35.7 million and a Subsequent Senior Loan in the amount of $25 million, $10 million of which will be committed by Regiment Capital Advisors, LLC at closing to provide Doe Run with additional working capital under certain circumstances in the future. The balance of the Subsequent Senior Loan is to be funded at the request of Doe Run subject to the consent of the lenders. The Renco Group, Inc., ultimate parent of Doe Run, has agreed to take a participation interest in $5 million of the aforementioned $10 million "Regiment Credit Support." Holders of Doe Run's currently outstanding notes who participate in the Initial Senior Loan will have the option - but not the obligation - to participate in the Subsequent Senior Loan. Noteholders who have already tendered their notes into the cash tender offer or the exchange offer will have the right to withdraw or amend such tenders; noteholders who wish to tender their notes into the new "Exchange/Loan Offer" must transmit a completed Letter of Transmittal for such offer to the depositary and exchange agent for the offers. State Street Bank and Trust Co. in Boston (call 617 662-1548 or fax documents to 617 662-1452) is the exchange agent and the depositary for the offers. MacKenzie Partners, Inc. (call 212 929-5500 or, toll-free, 800 322-2885) is the information agent.

CSK Auto redeems 11% '06 notes

CSK Auto Corp. said on Thursday (Aug. 1) that it completed the redemption of $71.703 million of its 11% senior subordinated notes due 2006 which had been issued in 1996 by CSK's subsidiary, CSK Auto Inc. The company redeemed the notes using the proceeds of its recent equity offering.

AS PREVIOUSLY ANNOUNCED, CSK, a Phoenix-based auto-parts chain retailer, said on June 6 that it had filed a registration statement with the Securities and Exchange Commission for a proposed equity offering, the proceeds of which would be used to redeem up to $81.25 million in principal amount (plus any accrued interest and redemption premium) of the 11% notes. CSK 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 would be newly issued shares offered by CSK, while 5,641,967 were 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, would 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 would be applied to reduce indebtedness under CSK Auto, Inc.'s senior credit facility. A registration statement relating to these securities was filed with the SEC, but had not yet become effective. CSK said it would not receive any proceeds from the sale of the shares of common stock being offered by the selling stockholders. On July 2, CSK Auto announced the completion of its previously announced offering of 9,478,300 shares of its common stock, (consisting of 6,878,300 newly issued shares sold by the company and 2.6 million shares sold by Glenellen Investment Co., one of CSK's stockholders and a member of the Carmel Group. The shares sold by CSK include 1,236,300 shares that were issued in connection with the underwriters' exercise of an over-allotment option. The shares were issued at a public offering price of $1 2 per share.

On July 11, CSK Auto said that it had extended its offer to exchange up to $280 million of new 12% Series B senior notes due 2006 for an equal amount of its outstanding 12% Series A senior notes due 2006 (that offer was not publicly announced previously, although noteholders were informed via a prospectus issued on June 6. The offer was extended until 5 p.m. ET on July 16, from the previous July 11 deadline. As of 5 p.m. ET on July 11, $279.025 of the Series A Notes had been tendered for exchange. On July 18, CSK said that the exchange offer for the notes had expired on July 16 as scheduled with no further extension. All of the outstanding notes were tendered for exchange. Merrill Lynch & Co. (call 212 449-1000) and UBS Warburg (call 212 821-3000) were the co-lead managers of the equity offering, and Credit Suisse First Boston and Goldman, Sachs & Co. were co-managers. CSK granted the underwriters a 30-day option to 1,692,595 additional shares of common stock.

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