EaglePicher tendering for 9 3/8% '08 notes

New York, July 9 - EaglePicher Inc. said it has begun a cash tender offer and consent solicitation for any and all of its $220 million of outstanding 9 3/8% senior subordinated notes due 2008.

The company - a Phoenix-based diversified manufacturer of industrial products and a wholly -owned subsidiary of EaglePicher Holdings, Inc. - set a consent deadline of 5 p.m. ET on July 22 and an expiration date of 11:59 p.m. on Aug. 5, with both deadlines subject to possible extensions.

Besides tendering for the notes, EaglePicher is seeking consent from noteholders to amend the notes' indenture to eliminate certain restrictive covenants and other contractual obligations, including the requirement that EaglePicher and certain of its affiliates provide periodic financial reports to the noteholders.

The company said that holders who validly tender their notes and deliver consents by the consent deadline will receive $1,000 per note (including a $10 per note consent payment), plus accrued and unpaid interest up to, but not including, the payment date.

Holders who validly tender their notes and deliver consents after the consent deadline has passed will receive $990 per note, but no consent payment, and will receive accrued interest.

EaglePicher plans to finance the tender offer and consent solicitation with the proceeds of a Rule 144A offering of approximately $220 million aggregate principal amount of new senior unsecured notes, together with other available funds. Additionally, the company is currently negotiating a new senior secured credit facility of approximately $275 million to replace its current credit facility, which provided for an original term loan of $75 million, as amended, and a $220 million revolving facility.

The tender is conditional on, among other things, the receipt by the company of at least a majority in aggregate principal amount of the outstanding notes by the expiration date (and those notes being not validly withdrawn), as well as the receipt of validly tendered consents (not subsequently revoked) from holders of a majority in aggregate principal amount of the outstanding notes by the consent deadline; the receipt by the company of net proceeds from the proposed offering of senior unsecured notes or other financing on acceptable terms in a sufficient aggregate amount to pay for the tender offer and consent solicitation and related expenses; and the completion of EaglePicher's new senior secured credit facility.

UBS Securities, LLC will be dealer manager for the tender offer and consent solicitation (call collect at 203 719-4210); D.F. King & Co., will be information agent (call 800 697-6975).

Sea Containers extends exchange offer for 12 ½% '04 debentures

New York, July 9 - Sea Containers Ltd. (B3/BB-) said that it had extended its pending offer to exchange new 12½% senior notes due 2009 for its outstanding 12½% senior subordinated debentures due 2004 to 5 p.m. ET on July 23, subject to possible further extension, from the previously announced July 9 deadline.

The company said that based on the information received from the exchange agent for the exchange offer $18.4 million principal amount of the debentures have been tendered for exchange so far.

As previously announced, Sea Containers, a Hamilton, Bermuda-based marine container lessor, passenger and freight transport operator, and leisure industry investor, began the exchange offer for the 12½% debentures on May 28, although it did not make a public announcement at that time.

Sea Containers also conducted a separate exchange offer under which it offered to exchange new 13% senior notes due 2006 for its outstanding 9½% senior notes and 10½% senior notes - both scheduled to mature on July 1. That offer, which also began on May 28, expired as scheduled at 5 p.m. ET on June 27, with no further extension. Sea Containers said that approximately $22.5 million aggregate principal amount of the notes was tendered in the exchange, which was formally scheduled to close on July 2.

Georgeson Shareholder Communications Inc., is the information agent for the 12½% debenture exchange offer (banks and brokers call 212 440-9800; U.S. debentureholders call 866 324-5897; foreign debentureholders call collect +44 207-335-8700).

Baytex completes exchange offer for 10½% '11 notes

New York, July 9 - Baytex Energy Ltd. said that it had completed its previously announced offer to swap new debt for its outstanding 10½% senior subordinated notes due 2011.

That offer expired as scheduled at 5 p.m. ET on July 8 without further extension.

The company said that as of the expiration, $149.753 million aggregate principal amount of the 10½% notes (99.84% of the outstanding amount) were validly tendered in the exchange offer. Baytex issued $179.699 million of new 9 5/8% senior subordinated notes due 2010 in exchange for the old notes.

As previously announced, Baytex, a Calgary, Alberta-based energy operator, said on June 3 that it had begun its exchange offer for the $150 million of 10 ½% notes.

It initially set an early tender deadline of 5 p.m. ET on June 17 (this was subsequently waived) and said the offer would expire at 5 p.m. ET on July 2 (this was subsequently extended).

Baytex said that it was offering $1,200 of new 9 5/8% notes per $1,000 principal amount of the existing notes, with $20 of that consideration considered a consent payment (at first, only holders tendering notes by the now-passed June 17 consent payment deadline were eligible; the deadline was subsequently waived, making all tendering noteholders eligible).

The company said the exchange would be subject to various conditions, including the now-fulfilled requirement that at least 75% of the outstanding principal amount of the existing notes be tendered.

Baytex further said that concurrently with the exchange, it would reorganize through a plan of arrangement, resulting in the formation of a new oil and gas trust and a new publicly traded exploration-focused company.

It said that on completion of the arrangement, shareholders of Baytex would receive one unit of the trust and one-third of a common share of the new publicly traded exploration-focused company. The new notes will contain covenants to facilitate the trust's proposed future distribution practices and the old notes will be amended as part of the exchange to permit the proposed reorganization.

The offering of the new notes in the exchange was being made only to qualified institutional buyers and non-U.S. persons located outside the U.S., as defined by Rule 144A and Regulation S of the Securities Act of 1933, as amended.

On June 18, Baytex said it had been advised by the offer's exchange agent that holders of approximately $148.805 million of the 10½% notes (about 99.2% of the outstanding notes) had tendered their notes by the previously announced consent payment deadline of 5 p.m. ET on June 17.

It said that all valid and unrevoked tenders of the existing notes made prior to the deadline had been accepted and had become irrevocable, with all withdrawal rights having terminated as of the deadline.

LNR calls 9 3/8% notes

New York, July 9 - LNR Property Corp. said it will redeem its 9 3/8% senior subordinated ntoes due 2008 on Aug. 8.

The Miami Beach, Fla. real estate company will pay 104.688% of the principal amount of the notes plus accrued interest.

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