To: Mephisto who wrote (1933 ) 1/31/2002 6:42:06 AM From: Baldur Fjvlnisson Read Replies (1) | Respond to of 5185 Trouble ahead for McLeodthedeal.com by Josh Kosman Posted 06:52 PM EST, Jan-30-2002 After striking a compromise agreement with its bondholders, McLeodUSA Inc. plans to file a pre-negotiated bankruptcy plan by Jan. 31, sources close to the company said. The Cedar Rapids, Iowa-based competitive local exchange carrier is reaching the end of a 30-day grace period to pay interest due Jan. 1 on its $750 million in 11-3/8% senior notes due 2009. Late Wednesday, the company looked poised to miss the payment as it failed to win bondholder approval for an exchange offer, funded in part by Forstmann Little & Co., that would have eliminated $2.9 billion of debt, sources said. But rather than force McCleod into bankruptcy, the bondholders committee late Wednesday was close to a compromise agreement with the company under which it would file for a pre-negotiated bankruptcy in Delaware before the grace period on its interest payment expires, sources said. The compromise is more generous to bondholders and less kind to McLeod's common shareholders than the original exchange offer, sources said. Spokespeople at McLeod and Forstmann declined comment. One source said the compromise calls for Forstmann to invest $175 million in McLeod, $75 million more than in its original exchange offer, which will give it about a 55% stake in a new McLeod. Bondholders will receive $695 million in cash and a 15% stake in the company with warrants that could give them an additional 6%. That would value their bonds at about 23 cents on the dollar, in cash, and almost 30 cents on the dollar, including the equity stake. The original exchange offer was for $560 million in cash and a 14% stake in the company. Common shareholders will take the biggest haircut as their stake in the company will drop to 15% from 30%. The original Forstmann-backed exchange offer, announced in December, required acceptance by bondholders representing 95% of the company's outstanding bond debt. In a pre-negotiated bankruptcy proceeding, bondholders representing only two-thirds of the notes would need to approve a restructuring. With telecom companies like Global Crossing Ltd. filing for bankruptcy protection recently, bondholders were likely determined to reach a deal for fear that their notes would drop in value, sources said. Also, they did not want to jeopardize a recent agreement to sell McLeod's directories business to Yell Group, which is owned by Apax Partners and Hicks, Muse, Tate & Furst Inc., for $600 million. Bondholders rejected Forstmann's original exchange offer Jan. 16, believing it was too generous to the New York-based buyout firm, which owns $1 billion in preferred stock. The deadline for accepting the exchange was extended to Jan. 30. The proposal called for Forstmann to exchange its shares for a McLeod equity stake, and the company to give bondholders cash for their notes valuing the notes at about 28% of face value. The exchange was unusual, since bankruptcy judges typically place little value on equity stakes, and Forstmann would have received an almost equal amount as the bondholders when valuing its proposed stake in a reorganized McLeod. Bondholders viewed the exchange with some suspicion as Theodore Forstmann heads the executive committee of McLeod's board. Some bondholders believed McLeod was not in as bad shape as advertised. Still, the choice for bondholders was not easy, said Martin Fridson, a high yield strategist at Merrill Lynch & Co. "At some point the gap between the issuer's knowledge and the bondholder's knowledge becomes small enough that the investor should be willing to reach a deal," he said, stressing that he was speaking in general terms, and not specifically about McLeod. Voting day After soundly defeating Forstmann Little's initial recapitalization plan, McLeod bondholders are reportedly set to approve an ammended one that is not as generous to the private equity firm. Unit McLeodUSA Inc. CEO Clark E. McLeod Headquarters Cedar Rapids, Iowa Date Event 8/30/99 Forstmann Little invests $1 billion into McLeodUSA in exchange for 12% of the company 3/19/01 McLeodUSA acquires Intelispan Inc. for $40 million in stock 8/01/01 Forstmann Little invests additional $100 million in McLeodUSA 10/03/01 McCleod to unload $400 million in assets, cut its work force by 15% and absorb a one-time, $2.9 billion write-down in the third quarter 12/04/01 Forstmann Little recapitalizes McLeodUSA with $100 million and offers $535 million for McLeod's directories business 12/27/01 McLeodUSA sets Jan. 7 deadline for competing bids on directories business 1/03/02 McLeod to miss January interest payments of $62 million 1/11/02 Hicks Muse puts in the highest bid for McLeodUSA's directories business 1/16/02 Forstmann Little's recapitalization plan for McLeod rejected by 33% of bondholders 1/21/02 McLeod to sell directories to Yell Group for $600 million 1/30/02 McLeod bondholders reportedly set to approve an ammended recapitalization plan that is not as generous to Forstmann Little