LIVE Entertainment Inc. and a group representing most of its 14 1/2% note and preferred stock holders have disclosed details of a tentative restructuring agreement reached in July.
"The bondholders and the preferred holders are very supportive of this, very excited about it, because they want to preserve the value of the company," Paul S. Aronzon, a partner at the law firm of Milbank, Tweed, Hadley & McCloy, said yesterday.
He noted that only some of the agreement's details have been released.
Though the company is prepared for a pre-packaged bankruptcy should the agreement fall through, both sides hope to avoid that.
"It adds expense and time," said Rodney W. Trovinger, LIVE'S acting chief financial officer.
Mr. Aronzon added, "Historically, filings by entertainment companies all end up in some form of fairly substantial liquidation." He cited Orion Pictures Corp. as an exception.
The agreement calls for holders of LIVE's $110 million outstanding principal amount of the 14 1/2% senior subordinated notes and 1.05 million shares of Series A preferred stock to receive a combination of new debt and preferred stock, Mr. Trovinger said. The noteholders would also receive cash, he said.
Both note and preferred holders would receive $40 million principal amount of new senior subordinated secured notes due 1998 and $60 million of liquidation preference of Series B cumulative convertible preferred stock, a Sept. 1 release issued by the company says.
The new notes will have a 10% coupon that increases to 12% after 36 months. The preferred stock will have an initial dividend rate of 5% cash or 8% payment-in-kind, increasing after 36 months to 10% cash and 12% PIK.
LIVE can initially call the preferred stock at a 20% discount. It can then call it at decreasing discount during the first 31 months after issuance and finally at its liquidation preference. The new securities began accruing interest and dividends Tuesday.
In addition, noteholders who exchange their debt will receive a cash payment of $8 million when the restructuring is complete.
If not enough holders accept the exchange offer, the agreement calls for a prepackaged bankruptcy, Mr. Trovinger said.
LIVE's operating subsidiaries are not expected to be part of a prepackaged filing.
Also, if the restructuring as planned falls through, under certain conditions, the committee and LIVE have negotiated an all common stock alternative plan. It is unlikely that plan would be exercised, Mr. Trovinger said.
More details concerning the new securities and the restructuring will be disclosed upon the filing of the solicitation materials with the Securities and Exchange Commission. That filing is expected later this month.
Also, announced earlier as part of the restructuring, Pioneer LDCA Inc. - an investor in Carolco Pictures Inc., LIVE's 49.9% parent - has pledged to provide interim financing for video rights totaling $15 million. That will convert to permanent equity in LIVE Entertainment when the restructuring is completed. Final documentation on the interim financing is also being worked out.
"We will look forward to completing documentation shortly and the entire restructuring during 1992," said David Mount, LIVE's chief executive officer, in the release.
In other news, Safeway Inc. has filed a shelf registration with the Securities and Exchange Commission to offer up to $240 million of new debt, spokeswoman Melissa Plaisance confirmed yesterday.
The company plans to price an $80 million offering by yearend, proceeds of which will be used for capital expenditure financing, she said. Salomon Brothers Inc. and Merrill Lynch & CO. are underwriters for the offering.
Elsewhere, Consolidated Edison Co. of New York said it will redeem $150 million 8.40% Series NN first mortgage bonds due Oct. 15, 2003, a Con Ed spokesman said.
The bonds will be redeemed on Oct. 15 at a price of 102.90%. Interest accrued from April 15 through Oct. 14 will be paid separately on Oct. 15 to bondholders of record on Oct. 5, Con Ed said.
In secondary trading, high-grade bond prices rose slightly with Treasuries. The long bond ended 1/4 higher, to yield 7.36%. High-yield bonds ended quiet and unchanged.
Federal Home Loan Banks issued $158 million of 5.740% notes due 1997 at par. Noncallable for a year, the notes were priced to yield 25 basis points over comparable Treasuries. Merrill Lynch & Co. managed the offering.
Adelphia Communications issued $125 million of 11.875% senior debentures due 2004. The debentures were priced at 99.523, to yield 11.95%. Noncallable for seven years, the bonds are callable each year afterward starting at 104.5, moving to 103 and 101.5. Moody's rates the offering B2, while Standard & Poor's rates it B. Salomon Inc. sole-managed the offering.
Federal Home Loan Banks issued $45 million of 6.150% notes due 1999 at par. The noncallable notes were priced to yield 13 basis points over comparable Treasuries. Goldman, Sachs & Co. sole-managed the offering.
Federal Home Loan Banks issued $13 million of 4.690% medium-term notes due 1995 at par. Noncallable for a year, the notes were priced to yield 13 basts points over comparable Treasuries. Bear, Stearns & Co. managed the offering.