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Published on 12/31/2012 in the Prospect News Liability Management Daily.

Outlook 2013: Sizable tender offers of 2012

LYONDELLBASELL INDUSTRIES NV

Company:LyondellBasell Industries NV
Offer:Subsidiary Lyondell Chemical Co. tendered for about $618.9 million of 8% senior secured dollar notes due 2017, about €103.9 million of 8% senior secured euro notes due 2017 and about $1.9 billion of 11% senior secured notes due 2018
Offer details:The consummation of the tender offers and consent solicitations is subject to the issuance of at least $3 billion principal amount of new senior notes by LyondellBasell and the execution of effective supplemental indentures. The company accepted for tender 98.31% of 8% senior secured dollar notes due 2017, 98.67% of 8% senior secured euro notes due 2017 and 96.99% of 11% senior secured notes due 2018.
Offer ended:April 20, 2012
Dealer managers:Credit Suisse Securities (USA) LLC (800 820-1653 or 212 325-5912) and Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106). J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Deutsche Bank Securities Inc. acted as joint dealer managers and solicitation agents
Information agent:D.F. King & Co., Inc.
KRAFT FOODS INC.
Company:Kraft Foods Inc.
Offer:The company offered cash and new notes issued by subsidiary Kraft Foods Group, Inc. in exchange for its 6.5% notes due 2040, 6.875% notes due 2039, 6.875% notes due 2038, 7% notes due 2037, 6.5% notes due 2031, 5.375% notes due 2020, 6.125% notes due August 2018 and 6.125% notes due February 2018.
Offer details:Kraft accepted about $3.6 billion it the offer. The subsidiary will issue up to $3.6 billion principal amount of new 6.5% notes due 2040, 6.875% notes due 2039, 5.375% notes due 2020 and 6.125% notes due 2018 in the exchange offers.
Offer ended:July 16
Information agent:Global Bondholder Services Corp.
ABBOTT LABORATORIES
Company:Abbott Laboratories
Offer:Cash tender offers for nine series of its notes
Offer details:Any and all offers for $500 million of 4.35% notes due 2014; $750 milion of 2.7% notes due 2015; $2 billion of 5.875% notes due 2016 and $1.5 billion 5.6% notes due 2017; partial offers for $944 million of its $2 billion 5.125% due 2019; $472 million of its $1 billion 4.125% notes due 2020; $472 million of its $1 billion 6.15% notes due 2037; $472 million of its $1 billion 6.0% notes due 2039; and $590 million of its $1.25 billin 5.3% notes due 2040.
Offer ended:Any and all offers, Nov. 8; partial tender offers, Nov. 26
Dealer managers:Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Merrill Lynch and J.P. Morgan Securities LLC
Information agent:Georgeson Inc.
TYCO INTERNATIONAL LTD., TYCO INTERNATIONAL FINANCE
Company:Tyco International Ltd., Tyco International Finance
Offer:Two separate tender offers for up to $2.6 billion of several series of notes in connection with the planned spinoff of wholly owned subsidiary ADT Corp.
Offer details:In the first offer, the companies will purchase any and all of the following notes: $656,097,000 of 6% notes due 2013, $500 million of 4.125% notes due 2014, $750 million of 8.5% notes due 2019, and $421,721,000 of 7% notes due 2019. In the second offer, the company will purchase up to a maximum amount of $707,404,000 of the 6.875% notes due 2021, $250 million of 3.75% notes due 2018, $250 million of 4.625% notes due 2023, and $500 million of 3.375% notes due 2015.
In the maximum offer, the company will purchase up to $1,443,903,000 principal amount of notes less the total amount of 7% and 8.5% notes purchased in the first offer.
First offer ended:July 11
Second offer ended:July 25
Dealer managers:Goldman Sachs & Co., Bank of America Merrill Lynch, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
Information agent:Global Bondholder Services Corp.
CVS CAREMARK CORP.
Company:CVS Caremark Corp.
Offer:Tender for any and all 6.6% notes, and up to a maximum amount of 6.125% notes and 5.75% notes
Offer details:Holders tendered about $1.74 billion of notes in the offer. The company accepted tenders for about $605.7 million of its $1 billion 6.6% senior notes due 2019, $279.5 million of its $700 million 6.125% senior notes due 2016. The company received tenders for about $855.5 million of its $1.75 billion 5.75% senior notes due 2017 and accepted tenders for about $439.7 million, or 51.3%, of the notes.
Offer ended:Dec. 21
Dealer managers:Barclays and U.S. Bancorp Investments, Inc.
Information agent:D.F. King & Co., Inc.
CATERPILLAR INC.
Company:Caterpillar Inc.
Offer:The company exchanged $1.32 billion of debentures in seven exchange offers. The offers were for any and all outstanding 7.375% debentures due 2097, 6.95% debentures due 2042, 8.25% debentures due 2038, 7.3% debentures due 2031 and 6.625% senior debentures due 2028; a principal amount of 5.2% senior notes due 2041; and a principal amount of 6.05% debentures due 2036
Offer details:The company offered a combination of new 3.803% debentures due Aug. 15, 2042 and cash for the old securities.
Offer ended:Aug. 23
Information agent:D.F. King & Co., Inc.
SUNGARD DATA SYSTEMS INC.
Company:SunGard Data Systems Inc.
Offer:Cash tender offer for its $1 billion outstanding 10¼% senior subordinated notes due 2015
Offer details:The total purchase price was $1,022.50 per $1,000 principal amount of notes tendered by 5 p.m. ET on Oct. 31, the early tender date, which includes a $22.50 premium per $1,000 of notes. SunGard Data doubled the size of its notes offering to $1 billion from $500 million and priced its new issue of seven-year senior subordinated notes at par to yield 6 5/8% on Oct. 18 with proceeds to be used to repurchase or redeem the company's 10¼% senior subordinated notes due 2015.
Offer ended:Nov. 15
Dealer managers:Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, and Bank of America Merrill Lynch
Information agent:Global Bondholder Services Corp.
CITIGROUP INC.
Company:Citigroup Inc.
Offer:Cash tender offer to repurchase $910 million from 12 series of its outstanding notes with a total of about $18.4 billion outstanding
Offer details:Nine series of notes were covered by fixed spread offers in which Citigroup offered to buy: $125 million of its $2.6 billion 6.5% senior notes due 2013; $100 million of its $1.8 billion 6% senior notes due 2013; $150 million of its $1.6 billion 5.125% senior notes due 2014, $25 million of its $1.9 billion 5.5% senior notes due 2014, $25 million of its $1.7 billion 6.01% senior notes due 2015, $25 million of its $2.4 billion 4.75% senior notes due 2015, $10 million of its $724 million of 4.7% senior notes due 2015, $25 million of its $1.8 billion 4.587% senior notes due 2015, and $25 million of its $961 million 5.3% senior notes due 2016. Three series of notes are included in the fixed price offers. Citigroup offered to buy $150 million of its $1.4 billion floating-rate senior notes due 2013, $150 million of its $980 million floating-rate senior notes due January 2014, and $100 million of its $530 million floating-rate senior notes due April 2014.
Offer ended:Dec. 19
Dealer manager:Citigroup Global Markets Inc.
Information agent:Global Bondholder Services Corp.
TEREX CORP.
Company:Terex Corp.
Offer:Tender and consent offer for about $800 million of 8% senior subordinated notes due 2017
Offer details:Terex accepted tenders and consents for about $680 million, or roughly 85%, of the outstanding notes. The offer was conditioned on financing. Terex issued $850 million of 6% senior notes due 2021 on Nov. 26. Proceeds would be used to fund the tender offer.
Offer ended:Nov. 21
Dealer manager:Credit Suisse Securities
Information agent:Credit Suisse Securities
AMEREN CORP.
Company:Ameren Corp.
Offer:Tender offer for $400 million of 9.75% senior secured notes due 2018 and $337 million of 6.25% senior secured notes due 2018
Offer details:Ameren subsidiary Ameren Illinois Co. accepted tenders for $87.1 million principal amount, or 21.8%, of its $400 million 9.75% senior secured notes due 2018 and $193,488,000 principal amount, or 57.4%, of its $337 million 6.25% senior secured notes due 2018. The total purchase price was subject to a $450 million cap, excluding interest. The acceptance priority level was one for the 9.75% notes and two for the 6.25% notes.
Offer ended:Aug. 24
Dealer manager:J.P. Morgan Securities LLC
Information agent:Global Bondholder Services Corp.

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