Sweetheart Cup completes exchange offer for 12% '03 notes

Sweetheart Cup Company Inc. (Caa2) said on Wednesday (April 2) that it had successfully completed its previously announced offer to exchange new debt for its outstanding 12% notes scheduled to come due on Sept. 1.

The offer expired as scheduled at 5 p.m. ET on Tuesday (April 1) without further extension. As of the expiration, a total of approximately $93 million in aggregate principal amount of the 12% notes (about 85% of the outstanding amount) had been tendered in the exchange offer and related consent solicitation.

Sweetheart said that it had advised Wells Fargo Bank Minnesota, NA, the exchange agent for the exchange offer and consent solicitation, that all validly tendered notes have been accepted for exchange, and that all of the conditions to the offer - including the condition that at least 90% of the aggregate principal amount of outstanding notes be tendered - have been waived by Sweetheart or satisfied.

The company further said that the indenture governing the new notes will be executed by Sweetheart and Wells Fargo Bank Minnesota, as trustee, and the exchange of the new notes for the tendered 12% notes will take place on April 8. Payment of consent payments will be made promptly thereafter. Interest on the new notes will begin to accrue on April 8. Accrued interest on the 12% notes that have been tendered, as well as accrued interest on the new notes, will be paid to holders of the new notes on July 15.

Bear Sterns & Co. Inc. (call the Global Liability Management Group toll-free at 877 696-2327 was dealer-manager for the exchange offer and consent solicitation. D.F. King & Co., Inc. was information agent (call toll-free at 800 488-8075; banks and brokers call collect at 212 269-5550). Wells Fargo Bank Minnesota NA was exchange agent .

AS PREVIOUSLY ANNOUNCED: Sweetheart Cup, an Owens Mills, Md.-based maker of paper cups and other packaging products for the food-service industry, said on Feb. 14 that it was planning to offer to exchange new 12% senior notes due 2004 for its outstanding 12% 2003 notes. It said that it would also solicit consent of the 2003 noteholders to proposed changes in the notes' indenture that would eliminate most of the restrictive covenants.

Sweetheart said in an S-4 registration statement filed with the Securities and Exchange Commission that it would issue up to $110 million of the new 2004 notes in exchange for all of the outstanding 2003 notes. The new notes would be guaranteed by the company's corporate parent, Sweetheart Holdings Inc, and would be exchanged for the existing notes on a 1-for-1 basis.

It said that holders tendering notes under the exchange offer would also have to consent to the proposed indenture changes. Those holders validly tendering their notes (and thus, consenting to the indenture changes) before a consent deadline and not subsequently withdrawing them would be eligible to receive a consent payment equal to 1% of the principal amount of notes tendered. Holders not tendering their notes by the consent deadline would not be eligible to receive the consent payment.

Sweetheart did not initially set an expiration deadline or a consent deadline for the offer, and said the offer would commence as soon as is practicable after the registration becomes effective.

It said that holders tendering their notes before the consent deadline could withdraw their tendered notes and revoke their consents at any time prior to that deadline, but not afterward. Holders tendering after the consent deadline could withdraw their tendered notes and revoke consents at any time prior to the expiration date. It further said that holders could revoke consents at any time prior to the execution of the supplemental indenture implementing the proposed amendments to the indenture governing the 2003 notes.

The company cautioned noteholders choosing to not tender their notes under the exchange offer that most of the restrictive covenants and the related events of default and certain other provisions in the indenture governing those notes will be removed or substantially modified.

Sweetheart said that completion of the exchange offer would be subject to the satisfaction of several conditions, including - but not limited to - Sweetheart receiving tenders from the holders of at least 90% of the principal amount of the existing notes, and the company obtaining an amendment to its senior credit facility.

On Feb. 27, Sweetheart said that it had begun the previously announced exchange offer for its outstanding 12% 2003 notes, and had begun a related consent solicitation.

The company set the consent deadline at 5 p.m. ET on March 12, while the offer was scheduled to expire at 5 p.m. ET on March 27, with both deadlines subject to possible extension.

Sweetheart said that holders could not tender their notes without consenting to the proposed amendments and could not deliver consents without tendering their notes. It said that approval of the proposed indenture amendments would require the consent of holders of at least a majority of the principal amount of the outstanding notes.

The company further said that the exchange offer and the consent solicitation would otherwise take place on terms which the company had previously outlined.

On March 13, Sweetheart said that it had successfully completed the consent solicitation portion of exchange offer.

The company said that as of the now-expired consent deadline of p.m. ET on March 12, it had received the requisite consents necessary to modify the notes' indenture, and had executed a supplemental indenture with the indenture trustee incorporating the desired changes, which eliminate certain restrictive covenants and other provisions in the indenture.

Sweetheart said the modifications implemented by the Supplemental Indenture would not become operative until the completion of the exchange offer and consent solicitation. Any consent payment will be made promptly after the consummation of the exchange offer and consent solicitation.

Achievement of the requisite consents would allow the exchange offer to continue to the scheduled expiration deadline on March 27.

On March 21, Sweetheart said that it had extended its offer to make the consent payment to the holders of the 12% notes to 5 p.m. ET on March 27, subject to possible further extension, so that it would coincide with the previously announced expiration of the exchange offer. The offer was subsequently further extended several times, most recently to 5 p.m. ET on April 1.

Maxim/Anthony Crane begins exchange for 13 3/8% '09 debs and 10 3/8% '08 notes

Anthony Crane Rental Holdings, LP and Anthony Crane Holdings Capital Corp. (C) - which now do business under the name Maxim Crane Works - said in amended T-3 filing with the Securities and Exchange Commission on March 28 that they had begun an offer to exchange new debt for all of their outstanding 13 3/8% senior discount debentures due 2009 on terms outlined in a previous filing, and provided other information omitted in the original filing.

They also said that their Anthony Crane Rental LP subsidiary had begun a similar offer to exchange new 9 3/8% senior notes due 2008 for its outstanding 10 3/8% senior notes due 2008.

The new notes would initially pay 12 5/8% annual interest on a PIK (payment-in-kind) basis through Feb. 1, 2004. After that, interest would accrue at the annual rate of 9 3/8% and would be paid in cash.

Maxim said the concurrent exchange offers would expire at 5 p.m. ET on April 11, subject to possible extension. It said that the offers would be conditioned upon the tender of 100% of the outstanding existing debentures and notes.

Maxim is seeking noteholder consents to proposed changes in the indentures of the existing notes and debentures. It said that upon completion of the consent solicitation, it would pay a total consent fee of $1.4 million, payable pro rata (based on the principal amount of existing notes held to holders who validly deliver their consents. The consent fee would be paid to the tendering noteholders in three equal installments, upon the issuance of the new notes, on Sept. 1, 2003 and on Feb. 1, 2004. However, the company will not pay any consent fee to holders of the debentures.

Maxim said that an "unofficial committee" composed of representatives of the holders of approximately 59.1% of the outstanding principal amount of the existing notes 61.7% of the outstanding principal amount of the existing debentures, had retained independent legal advisors, had participated in negotiations with the company on the terms of the exchange offers over a six-week period, and had agreed to tender their securities and deliver their consents to the proposed amendments.

The depositary for the exchange offer is U.S. Bank NA.

AS PREVIOUSLY ANNOUNCED, Anthony Crane Rental Holdings LP, (the Pittsburgh-based holding company 99% owner of Anthony Crane Rental LP, a construction crane rental company) said in a March 14 T-3 filing with the SEC along with its affiliated Anthony Crane Holdings Capital Corp., that they would offer to exchange new senior discount debentures due 2009 for their outstanding $48 million principal amount at maturity of 13 3/8% debentures.

The company also said that it would solicit debtholder consents to proposed changes in the indenture of the existing debentures that would remove substantially all the covenants and certain defaults or events of default.

It said that it anticipated the issuance of the new debentures upon completion of the exchange offer, which it estimated would take place around April 11.

Anthony Crane said the new debentures would be exchanged on a basis of $1,000 principal amount per $1,000 principal amount of the existing debt, and would pay interest-in- kind at a higher rate for the next year and then would pay the interest in cash at a lower rate from then on. Interest on the new debentures would accrue through Feb. 1, 2004 as additional principal at the rate of 16 3/8% a year. After Feb. 1, 2004, interest would be paid in cash beginning with the Aug. 1, 2004 payment at a rate of 12 3/8% a year. In addition, extra principal would be added to the old debentures at the 16 3/8% rate for the six months to Feb. 1 of this year.

Covenants in the new debentures would include a modified definition of permitted indebtedness to allow credit facility borrowings without regard to the company's fixed charge coverage ratio.

Anthony Crane Rental Holdings LP and Anthony Crane Holdings Capital Corp. also said that they anticipated that their Anthony Crane Rental LP subsidiary, along with its wholly owned Anthony Crane Capital Corp. subsidiary, would consummate a concurrent exchange offer and consent solicitation for their $155 million principal amount of outstanding 10 3/8% notes, on substantially the same terms.

The company said that full details of the offer would be disclosed in a future filing with the SEC

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