Better Minerals & Aggregates tenders for 13% notes

New York, May 5 - Better Minerals & Aggregates Co. (Caa3/CCC-) said it has begun a cash tender offer for any and all of its $150 million principal amount of outstanding 13% senior subordinated notes due 2009 and has also begun soliciting noteholder consents to proposed indenture changes.

It set a consent deadline of 5 p.m. ET on May 17 and said the tender offer would expire at midnight ET on June 1, with both deadlines subject to possible extension.

Better Minerals & Aggregates, a Berkeley Springs, W.Va.-based industrial minerals company, said it will offer total consideration for the notes of $800 per $1,000 principal amount of notes tendered and accepted for purchase, plus accrued and unpaid interest to the payment date of $4 million total, assuming all noteholders elect to tender. The total consideration includes a consent payment of $10 per $1,000 principal amount payable only to noteholders tendering their notes and providing their consents by or before the consent deadline. Holders who tender their notes after the consent deadline will not be entitled to receive the consent payment.

The company said that it will use the proceeds of borrowings under a new $125 million senior secured credit facility and, to the extent necessary, the proceeds of available borrowings under its existing $30 million revolving credit agreement to finance the tender offer and consent solicitation and related fees.

The tender offer and consent solicitation are subject to several conditions, including the closing of the new senior secured credit facility, an amendment to Better Minerals' existing revolving credit agreement, the tender of a majority of the principal amount of the notes, and the receipt by the company of consents to the proposed indenture changes from holders of a majority of the notes, and other customary conditions.

The dealer manager for the tender offer and solicitation agent for the consent solicitation is Jefferies & Co. Inc.

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