Flextronics says $492.31 million 9 7/8% notes tendered

New York, Sept. 4 - Flextronics International Ltd. (Ba2/BB-) said that its cash tender offer for its outstanding 9 7/8% senior subordinated notes due 2010 expired as scheduled at 12 midnight ET on Sept. 3, without extension with $492.313 million of the notes or 98.5% of the principal amount outstanding tendered and not withdrawn.

The figure is based on a final count by Global Bondholder Services, the depositary for the offer.

Flextronics paid a total of $582,579,919.68 for the notes, which included accrued and unpaid interest.

As previously announced, Flextronics, a Singapore-based electronics manufacturer, said on Aug. 5 that it had begun a cash tender offer for any and all of its $500 million of outstanding 9 7/8% notes.

It set 5 p.m. ET on Aug. 19 as the early tender deadline and said the offer would expire at midnight ET on Sept. 3, with both deadlines subject to possible extension.

The company said that noteholders validly tendering their notes by the early tender deadline and not subsequently withdrawing them would receive total consideration of $1,170 per $1,000 principal amount of the notes tendered, including an early tender premium of $20 per $1,000 principal amount.

It said that noteholders validly tendering their notes after the early tender deadline would receive a purchase price of $1,150 per $1,000 principal amount which did not include the early tender premium.

It said that all tendering noteholders would also be paid accrued and unpaid interest up to, but not including, the payment date for the notes.

Flextronics said that notes tendered before the early tender deadline could be validly withdrawn at any time until that deadline. Notes tendered after the early tender deadline could not be validly withdrawn, unless Flextronics were to reduce the amount of the purchase price, the early tender premium or the principal amount of the notes subject to the tender offer, or be otherwise required by law to permit withdrawal.

Citigroup Global Markets Inc. was the dealer manager for the offer (call the Citigroup Liability Management Group at 800 558-3745 or collect at 212 723-6106). Global Bondholder Services Corp. was the depositary and information agent for the tender offer (call 212 430-3774 or toll-free at 866 470-3800).

Elizabeth Arden to redeem $20 million 10 3/8% notes

New York, Sept. 4 - Elizabeth Arden Inc. (B3) said that it has called for redemption $20 million of its 10 3/8% series D senior notes due 2007. The notes will be redeemed on Oct. 24. The company issued $115 million of the notes in May 1997 and another $40 million in April 1998.

Elizabeth Arden, a Miami Lakes, Fla.-based cosmetics company, said that the notes are currently callable at a price of 103.458% of the principal amount, plus accrued interest.

The company will fund the repurchase of its notes with proceeds from its revolving credit facility, thereby benefiting from the approximately 600 basis points spread between the cost of the bank facility and the senior notes.

Arden also said that it intends to continue to retire its long-term debt as part of its initiative to deleverage its balance sheet. It expects to incur a charge of $300,000, or one cent per fully diluted share, related to the redemption of its senior notes in the third fiscal quarter of the current fiscal year.

Euramax to redeem remaining 11¼% notes

New York, Sept. 4 - Euramax International, Inc. (B2/B) said it has called for the redemption of all of the remaining outstanding 11¼% senior subordinated notes due 2006 issued by Euramax International Ltd., Euramax European Holdings Ltd. and Euramax European Holdings BV.

The notes will be redeemed on Oct. 1 at a price of 101.875% of their face amount plus accrued and unpaid interest up to, but not including, the redemption date.

As previously announced, Euramax, a Norcross, Ga. producer of aluminum, steel, vinyl and fiberglass products, tendered for any and all of its then-outstanding 11¼% notes in a tender offer and related consent solicitation announced on July 10, which expired as scheduled at 5 p.m. ET on Aug. 7.

The company said that approximately $112.925 million principal amount of the notes had been tendered and accepted for payment at a total cost to Euramax of approximately $115.9 million, excluding payments for accrued interest, with holders also approving proposed amendments to the notes' indenture.

Euramax said that approximately $22.2 million principal amount of the notes remained outstanding following the tender offer

Holders were paid 102% of the principal amount for their notes, plus 0.75% as a consent payment for those who qualified. The tender offer was paid for from the proceeds of Euamax's sale of $200 million of new 8½% notes due 2011, which took place on July 30 and which was completed on Aug. 6.

MGM Mirage buys back $25 million debt

New York, Sept. 4 - MGM Mirage said it bought back $25 million of outstanding debt securities.

The Las Vegas gaming company made the repurchases under a $100 million authorization from its board of directors.

Further purchases will depend on market conditions and other factors, the company added.

MGM Mirage also said it had bought back 2.8 million shares in the current quarter under its current stock buyback authorization, leaving 5.2 million shares remaining.

Hometown America tenders for CP 8½% and 7 1/8% notes, mandatory put securities

New York, Sept. 4 - Hometown America, LLC said that its wholly owned subsidiary Chopper Partnership Merger Sub, LLC, has begun cash tender offers to purchase all of the outstanding 8½% senior notes due 2005, 7 1/8% senior notes due 2011 and 6.92% Mandatory Par Put Remarketed Securities due 2014 of CP LP (Ba1), a unit of Chateau Communities Inc., as well as related consent solicitations to amend the indenture governing each series of notes.

The tender offers and consent solicitations are being conducted in connection with the previously announced agreement by Hometown America, a Chicago-based developer and operator of manufactured housing communities, to acquire Chateau Communities, of Greenwood Village, Colo., the nation's largest manufactured home community owner and operator, in a $2.2 billion deal that includes Hometown's assumption of $1.2 billion of Chateau debt. Chateau shareholders are to vote on the proposed merger on Sept. 30.

Chateau issued $150 million of the 7 1/8% notes in October, 2001, $100 million of the 8½% notes in February, 2000, and $100 million of the 6.92% MOPPRS in December, 1997.

Hometown set a consent date of 5 p.m. ET on Sept. 16, and said the prices it will offer for the securities will be set at 2 p.m. ET on Sept. 26. The offers will expire at midnight, Sept. 30, with all deadlines subject to possible extension.

It said that the total consideration to be paid for each validly tendered 8½% note will be based on a fixed spread of 85 basis points over the yield to maturity of the U.S. Treasury 1 5/8% note due March 31, 2005 on the pricing date. The total consideration to be paid for each validly tendered 7 1/8% notes will be based on a 125 bps fixed spread over the yield on the 5% Treasury note due Aug. 15, 2011. The total consideration to be paid for each validly tendered 6.92% MOPPRS will be based on an 80 bps fixed spread over the yield on the 1 ¾% Treasury note due Dec. 31, 2004. Total consideration for each series of notes will include a $25 per $1,000 principal amount consent payment for those holders tendering their notes on or before the consent deadline.

Holders tendering their notes after the consent expiration date will not be entitled to receive the consent payment. Holders who tender their notes under the terms of the tender offers will be required to consent to the proposed indenture amendments, which would eliminate substantially all of the restrictive covenants contained in the indenture. Tendered notes may not be withdrawn and consents may not be revoked after the end of the consent period.

The company said that the offer would be subject to the satisfaction of certain conditions, including receipt of consents in respect of the requisite principal amount of notes and the completion of the merger with Chateau.

JPMorgan (866 834-4666) and UBS Investment Bank (888 722-9555) are the dealer managers for the offers and solicitation agents for the consent solicitations. MacKenzie Partners, Inc. is the information agent (call collect at 212 929-5500 or toll-free at 800 322-2885.

Varsity Brands again extends consent deadline for 10½% notes

New York, Sept. 4 - Varsity Brands, Inc. (B2/B-) said it was extending the consent deadline under its previously announced tender offer for its 10½% senior notes due 2007, to 5 p.m. ET on Sept. 4, subject to possible further extension, from the previous deadline at 5 p.m. ET on Sept. 3.

All other original terms and conditions of the tender offer and consent solicitation are unchanged. Holders who had previously tendered their securities under the offer do not need to take any further action as a result of this extension.

As previously announced, Varsity Brands, a Memphis, Tenn.-based cheerleading products company, said on Aug. 13 that was starting a cash tender offer for all of its outstanding 10½% notes (Standard & Poor's said there were $115 million of the notes currently outstanding).

The company initially set a consent deadline of 5 p.m. ET on Aug. 26 and an expiration date of 5 p.m. ET on Sept. 12 (the deadlines were subsequently extended, the consent deadline as noted, while the offer will now expire at 12 midnight ET on Sept. 12).

It offered to pay $1,037.50 per $1,000 principal amount of notes tendered, which would include a consent fee of 0.25% of the principal amount for holders who tender by the consent deadline.

Varsity Brands also said it was seeking consents to certain proposed amendments to the notes' indenture.

The company said the tender offer was being carried out in conjunction with the planned leveraged buyout of Varsity by a wholly-owned subsidiary of an affiliate of Leonard Green & Partners, LP, together with members of the company's senior management. Completion of the tender offer is conditioned upon, among other things, the consummation of the merger between Varsity Brands and VB Merger Corp., which was formed by Leonard Green & Partners for the purpose of acquiring majority ownership of Varsity.

Jefferies & Co., Inc. (800 933-6656) is dealer manager and information agent for the tender offer. The depositary is HSBC Bank USA.

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