News of the $1.5 billion revised merger plan between General Cinema Corp. and Harcourt Brace Jovanovich Inc. yesterday came as a few high-yield traders grumbled that some, including one institution, reportedly had early knowledge of the agreement.
"Somebody definitely knew something," one trader, who asked not to be named, said. "The bonds moved up five points two days before. That doesn't happen because somebody's got a hunch."
Harcourt's bonds were up about 10 points at day's end, while the high-yield market overall was up slightly more than 1/4. Traders interviewed declined to reveal the institution's identity.
Harcourt Brace also reported yesterday that General Cinema had reached agreement with Harcourt Brace's bondholders' committee, and that its members agreed to tender all their securities. The committee holds a hefty percentage of each class of Harcourt Brace's outstanding debt, a Harcourt release said.
General Cinema plans to begin cash tender offers for Harcourt Brace's public debt at higher prices than its previous tender offers. General Cinema's $1.4 billion bid for the publishing company earlier this year failed when General Cinema was unable reach an accord with Harcourt Brace bondholders.
According to Harcourt, the cash amounts -- per $1,000 in principal -- to be provided in the new tender offers to each class of debt securities are: 13% senior notes, $1,000; 13 3/4% senior subordinated debentures, $910; 14 1/4% subordinated debentures, $475; 14 3/4% subordinated discount debentures, $409.75; and 14 3/4% subordinated pay-in-kind debentures, $470.
Tendering debt holders would also receive accrued and unpaid interest through Sept. 28, 1991. Among other conditions, the debt tender offer hinges on at least 90% of the debt securities in each class being tendered.
Bondholder's gain proved Harcourt Brace shareholders' loss as the revised merger plan changes the consideration paid for all common and preferred stock to $0.75 market value per share in General Cinema stock, subject to certain limitations. Under the previous merger plan, common and preferred stock holders would have received $1.30 per share in cash.
Moody's Investors Service reacted to the news by placing General Cinema's Baa2 subordinated debt rating under review for a possible downgrade. Concurrently, the agency placed Harcourt Brace's securities under review for a possible upgrade. Those securities include the company's Caa senior notes as well its as senior subordinated debentures, subordinated debentures, subordinated discount debentures and subordinated pay-in-kind debentures, all rated Ca.
Investment grades saw a fairly active day with several new and potential issues, primarily from financial institutions and utilities dominating the new issue slate. The market ended firm to up a 1/4 in spots.
Warner Lambert issued $150 million on non-callable seven-year notes priced at par to yield 8% or 41 basis points over comparable Treasuries. Goldman Sachs & Co. managed the transaction. Moody's Investors Service Inc. rates the deal Aa3, while Standard & Poor's Corp. gave it an AA.
GTE North Inc. issued $102 million of bonds priced at par to yield 9.19% or 113 basis points over Treasuries. The bonds mature in 2021 and are non-callable for ten-years. Moody's rates the offering A1, while Standard & Poor's Corp. gave it an AA rating. Salomon Brothers managed the transaction.
Mellon Financial Co. yesterday issued $100 million of non-callable subordinated notes priced at par to yield 9.25% or 145 basis points over comparable Treasuries. Moody's Investors Service rates the deal Baa2, while Standard & Poor's Corp. assigned a BBB-plus rating. First Boston Corp. managed the transaction.
Golden West Financial issued $100 million of 8 5/8% subordinated notes. Maturing in 1998, the notes were priced at 99.715 to yield 8.68% or 107 basis points over comparable Treasuries. Lehman Brothers managed the transaction.
Aristar Inc. issued $100 million of 8.75% non-callable subordinated notes priced at 99.814 to yield 8.91% or 130 basis points over Treasuries. The notes mature in August 1998. Moody's rates the deal Baa2, while Standard & Poor's gave it an A-minus. Merrill Lynch managed the transaction.
Northern Illinois Gas issued $50 million of 30-year first mortgage bonds. The 8 7/8% bonds were priced at 99.63% to yield 8.91% or 85 basis points over comparable Treasuries. Morgan Stanley managed the transaction.
Narragansett Electric issued $40 million of 30-year bonds. The bonds have a 8 7/8% coupon and were priced at 98.698 to yield 9%, or 94 basis points over comparable Treasuries. Moody's rates the deal A1, while Standard & Poor's gave it an A-plus. Merrill Lynch managed the transaction.
Transco Energy Co. prices $150 million of senior notes at 99.65 to yield 9.429%, or 165 basis points over comparable Treasuries. The notes mature in 2001. Transco's $150 million issue of 10-year senior notes. Price talk was 160 to 165 basis points over Treasuries.
In the ratings arena yesterday, Fitch assigned ratings to shelf registrations by Chase Manhattan Corp., Citicorp, and Wells Fargo & Co. Chase Manhattan's filing includes $1 billion of senior and subordinated debt as well as $250 million of new preferred stock. Fitch rates the senior debt portion BBB-plus and the subordinated debt BBB. The preferred stock received a BBB-minus from the agency.
As for Citicorp's $1.5 billion filing, Fitch rates the senior debt A and the subordinated debt A-minus. Wells Fargo's registration also totaled $1.5 billion. Fitch rates the senior debt A-plus and the subordinated debt, A.