Riverwood starts tender for 10 7/8%, 10 5/8% notes

New York, July 10 - Riverwood International Corp. said it has begun a cash tender offer to buy any and all its outstanding 10 7/8% senior subordinated notes due 2008, 10 5/8% senior notes due 2007 issued in July 1997 and 10 5/8% senior notes due 2007 issued in June 2001.

In conjunction with the tender, the Marietta, Ga. company is also soliciting consents to proposed amendments to the note indenture which would eliminate substantially all the restrictive covenants, some repurchase rights and certain events of default and related provisions.

Holders who tender their notes by the consent expiration date must consent to the amendments. Holders that consent must tender their notes.

Riverwood said it will pay $1,024.70 per $1,000 principal amount of the senior subordinated notes and $1,032.92 per $1,000 principal amount of the senior notes plus accrued interest up to but not including the date of payment.

Holders who tender by the consent deadline of 5.00 p.m. ET on July 30 will also receive a consent payment of $2.50 per $1,000 principal amount. The consent deadline may be extended.

The tender will end at 12:01 a.m. ET August 7 unless extended.

The offers for each series are separate and not dependent on each other.

Completion of the tender offer is subject to various conditions including completion of the merger of Graphic Packaging International Corp with a subsidiary of Riverwood's parent Riverwood Holding, Inc., completion of financing transactions related to the merger and receipt of consents for the proposed amendments.

Goldman, Sachs & Co. (800 828-3182) is the dealer manager for the offer and solicitation agent for the solicitation, MacKenzie Partners, Inc. (800 322-2885) is the information agent and Wells Fargo Bank Minnesota, NA is the depositary.

Graphic Packaging starts tender for 8 5/8% notes

New York, July 10 - Graphic Packaging Corp. said it has begun a cash tender offer to buy any and all its outstanding 8 5/8% senior subordinated notes due 2012.

In conjunction with the tender, the Golden, Colo. paperboard packaging company is also soliciting consents to proposed amendments to the note indenture which would eliminate substantially all the restrictive covenants and certain events of default and related provisions.

Holders who tender their notes by the consent expiration date must consent to the amendments. Holders that consent must tender their notes.

Graphic Packaging said it will pay $1,010.00 per $1,000 principal amount of the notes plus accrued interest up to but not including the date of payment.

Holders who tender by the consent deadline of 5.00 p.m. ET on July 30 will also receive a consent payment of $2.50 per $1,000 principal amount. The consent deadline may be extended.

The tender will end at 12:01 a.m. ET August 7 unless extended.

Completion of the tender offer is subject to various conditions including completion of the merger of Graphic Packaging International Corp., the parent of Graphic Packaging, with a subsidiary of Riverwood Holding, Inc., completion of financing transactions related to the merger and receipt of consents for the proposed amendments.

Graphic Packaging noted that the tender is being made in anticipation of a change-of-control offer that it will be required to make under the note indenture. Notes not tendered in the offer or under the change-of-control offer will remain outstanding.

Graphic Packaging said neither it nor the combined company plans to redeem any non-tendered notes after the merger.

Goldman, Sachs & Co. (800 828-3182) is the dealer manager for the offer and solicitation agent for the solicitation, MacKenzie Partners, Inc. (800 322-2885) is the information agent and Wells Fargo Bank Minnesota, NA is the depositary.

Euramax starts tender for 11¼% notes

New York, July 10 - Euramax International, Inc. said it has begun a cash tender offer for any and all its outstanding 11¼% senior subordinated notes due 2006 issued by Euramax International Ltd., Euramax European Holdings Ltd. and Euramax European Holdings BV.

In conjunction with the tender, the Norcross, Ga. producer of aluminum, steel, vinyl and fiberglass products is also soliciting consents to proposed amendments to the note indenture.

Euramax said it will pay 102% of the principal amount of the notes in the tender offer.

Holders who tender by the consent deadline of 5.00 p.m. ET on July 24 will also receive a consent payment of 0.75% of the principal amount.

Euramax will also pay accrued interest up to but not including the payment date.

The tender expires at 5.00 p.m. ET on August 7.

The tender is subject to a majority of noteholders consenting to the indenture amendments and a majority of the notes being tendered, the receipt of proceeds from a new offering or other sources of cash and consents under its senior secured credit facility for the tender offer and new offering.

UBS Securities LLC (Call Kevin Reynolds collect at 203 719-4210) is the lead dealer manager and solicitation agent and Banc of America Securities LLC is co-manager. D.F. King & Co., Inc. (800 431-9643 or 212 269-5550) is information agent.

Yell expects to redeem up to £173 million senior notes

New York, July 10 - Yell Finance BV said that it expects to redeem up to £173 million or 35% of the outstanding principal amount of its senior notes under the optional redemption feature.

The planned redemption follows an equity offering by Yell Finance's parent company Yell Group plc.

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