Yesterday's $300 million debentures offering edged Phillips Petroleum Co. closer to its goal of restructuring $2.3 billion of high-priced debt by next March.

"We are restructuring some 14% debt down to 9%," said Ed Grigsby, manager of investor relations at the company.

Phillips issued $300 million of 9.18% debentures maturing 2021. Noncallable for 10 years, they were priced at par to yield 124 basis points over comparable treasuries.

Moody's Investors Service Inc. rates the offering Baal, while Standard & Poor's rates it BBB. Goldman, Sachs & Co. is lead manager with First Boston Corp. as co-manager.

In June 1990, Phillips decided to refinance two outstanding debt issues carrying a 14% blended coupon rate by March 15, 1992. One issue carries a 13 7/8 coupon, the other 14 3/4.

Phillips has refinanced approximately $1 billion so far, leaving $1.3 billion outstanding, Mr. Grigsby said.

The company will use proceeds from yesterday's $300 million deal either to buy back its bonds through the open market or to call the debt March 15 as allowed.

Phillips can call the bonds at 103, but if they hit that level earlier, Phillips will buy them before the call date, Mr. Grigsby said. Thus, the market will dictate the company's action, he said.

If Phillips refinances the $2.3 billion, its pretax debt interest costs will drop by $150 million annually compared to annual costs in June 1990, Mr. Grigsby said.

Elsewhere, Sealy Holdings Inc.'s board of directors unanimously approved a restructuring plan that would give a First Boston Corp. affiliate a 93.6% ownership stake, a Sealy spokesman said.

The plan calls for exchanging $520 million of debt for $110 million of reduced rate-debt and common stock. The proposal, subject to senior bank lenders' approval, would increase First Boston's ownership to 96.3% from just over 40% earlier, the source said.

Victorian Public Authority Finance Agency, an Australian agency, tapped the high-grade market yesterday. It issued $350 million of guaranteed 8.45% bonds maturing 2001. The noncallable bonds were priced at 99.933 to yield 8.46%, or 86 basis points over comparable Treasuries. Moody's rated the deal Aa2, while Standard & Poor's rates it AA. Salomon Brothers lead managed the offering, which grew from an original $300 million because of investor demand.

Puget Sound Power & Light issued $100 million of 7.875% secured medium-term notes yesterday. The noncallable notes due 1997 were priced at 99.376 to yield 8.01% or 73 basis points over interpolated six-year Treasuries. Kidder, Peabody & Co. acted as sole manager.

The high-grade market dropped about 1/8 yesterday, while the highyield market held firm and unchanged.

In the asset-backed market, Nissan Auto Receivables 1991-A Grantor Trust issued $509,101, 888.76 million of certificates backed by auto loan receivables. The certificates were priced to yield 6.941%, or 78 basis points over the Treasury's 6 3/8s of August 1993. Moody's and Standard & Poor's rated the offering triple-A. First Boston Corp. lead managed the offering.

As for ratings yesterday, Moody's assigned an initial Aa3 rating to GEICO Corp.'s proposed $100 million debentures issue. The rating reflects the company's above-average profitability, its moderate financial leverage, and its strong fixed-maturity investment portfolio.

Those strengths are balanced by risks tied to GEICO's focus on private passenger auto insurance, its concentrated equity investment portfolio, and possible losses from businesses outside its core.

Fitch Investors Service Inc. has assigned an AA-minus rating to General Motors Corp.'s $480 million of pass-through certificates, Series 1991-A1 and Series 1991-2. The rating reflects General Motors's ability to perform its obligations under the associated leases and other terms.

Duff & Phelps Inc. rated the Resolution Trust Corp.'s multifamily Mortgage pass-through certificates Series 1991-M3 yesterday. The agency assigned AA-plus ratings to the $164,978,667 Class A piece and the $10,000 Class X piece. It assigned an AA-minus rating to the $18,332,074 Class B piece.

The Class B certificates are subordinate to the Class A and X tranches for principal and interest distribution. Merrill Lynch & Co., Doley Securities Inc., and Guzman & Co. are underwriting the securities.

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