TENDERS AND REDEMPTIONS Oct. 18, 2001

INSIGHT HEALTH SERVICES ACQUISITION CORP said Thursday (Oct. 18) that its previously announced cash tender offer for INSIGHT HEALTH SERVICES CORP.'s (IHSC) (B3/B) 9.625% senior subordinated notes due 2008 had expired as scheduled at 9:00 a.m. ET on Oct. 17 without further extension. As of that expiration date, 100% of the outstanding notes had been validly tendered and not withdrawn, and all had been accepted for purchase. Payment to the noteholders was made promptly. AS PREVIOUSLY ANNOUNCED, InSight Health Services Acquisition, a special purpose vehicle formed to facilitate the $18 per share acquisition of InSight, a Boston-based provider of diagnostic imaging services, by a group led by J.W. Childs Associates, said on Aug. 15 that it would tender for the 9.625% notes and solicit noteholder consents to proposed indenture changes, and set an original tender offer expiration date of 11:59 p.m. ET on Sept. 12 (subsequently extended). It offered a $30 per $1,000 principal amount consent payment. It announced on Aug. 29 that 100% of the outstanding principal amount of the notes had been validly tendered and not withdrawn. On Oct. 15, InSight Health Services Acquisition said that it had set the price it would pay for the notes, based upon the yield of the reference security, the U.S. Treasury 3.875% notes due 2003, earlier that afternoon. It set the tender payment for the InSight Health 9.625% notes at $1,118.82 per $1,000 principal amount, and set the total consideration for those holders who had tendered their notes by the now-passed 5:00 p.m. ET Aug. 28 consent deadline at $1,148.82 per $1,000 principal amount (the tender payment plus the $30 per $1,000 consent payment). All tendering holders also received accrued interest through the settlement date. Closing of the tender offer and consent solicitation had been conditioned upon consummation of the acquisition of InSight Health Services Corp., the receipt of the financing necessary to consummate the acquisition, repurchase the notes, pay the consent payment and refinance certain other debt and capital leases of InSight Health Services Corp., and other customary closing conditions. InSight announced on Wednesday (Oct. 17) that the acquisition of the company by the J.W. Childs-led group had been completed. Word also circulated in the market Wednesday and was confirmed Thursday of a pending $200 million issue of 10 -year senior subordinated notes by InSight via book-running manager Banc of America Securities, which was also the exclusive dealer-manager for the tender offer and consent solicitation. D.F. King & Co. Inc., was information agent.

BTI TELECOM CORP. said Wednesday (Oct. 17) that Welsh, Carson, Anderson and Stowe and one of its affiliates had received the needed consents from the holders of BTI's 10.5% senior notes due 2007 to proposed indenture changes under a previously announced tender offer for the notes and related consent solicitation. It also said that the deadline for the tender offer would be 5:00 p.m. ET on Nov. 9 and the consent deadline would be 5:00 p.m. ET on Oct. 26, both subject to possible further extension. It further said that Welsh Carson had set total consideration for the notes at 30% of the principal amount, or $300 per $1,000 principal amount, without accrued interest but including a $30 per $1,000 principal amount consent payment, payable only to those holders who tender their notes (and thus consenting to the proposed indenture amendments) before the consent deadline. Holders tendering their notes after the consent deadline will only receive the tender offer consideration (i.e., the total consideration minus the consent payment). Georgeson Shareholder Communications Inc., was appointed information agent for the tender offer. AS PREVIOUSLY ANNOUNCED, BTI, a Raleigh, N.C.-based telecommunications provider, said Oct. 12 that Welsh Carson, a private partnership with existing investments in BTI, including a portion of its senior notes, had begun a tender offer for BTI's outstanding 10.5% notes, along with a solicitation of noteholder consents to the elimination of substantially all of the restrictive covenants and related provisions. Dresdner Kleinwort Wasserstein Inc. is dealer manager for the tender offer.

HOMEGOLD FINANCIAL INC. (HGFN) said Tuesday (Oct. 16) that as of 5:00 p.m. ET on Oct. 15, it had accepted for payment all of the 10.75% senior notes due 2004 tendered under its previously announced tender offer, and the related consents to proposed indenture changes. The notes are to be purchased at a price of $55 per $100 principal amount. It said the tendered consents represent a majority of the outstanding principal amount of the notes. Immediately available funds will be promptly deposited with the depositary for the offer, so that tendering noteholders can be promptly made. AS PREVIOUSLY ANNOUNCED, HomeGold, a Lexington, S.C.-based sub-prime mortgage company, said Sept. 10 that it had begun a "modified Dutch Auction" tender offer with for the outstanding 10.75% notes, to be financed from its working capital. HomeGold said it would purchase for cash up to 100% of its outstanding notes at a price between $350 and $550 per $1,000 principal amount plus accrued dividends. The exact price would be determined through the "modified Dutch auction" procedure: at the end of the tender offer, HomeGold would purchase such amount of notes, with the maximum purchase price of $550 per $1,000 principal amount, as would constitute at least a majority of the outstanding notes. HomeGold said it would pay to all holders whose tenders were accepted the highest price specified for the notes accepted for purchase by HomeGold, even if that price were higher than the price specified by such holder. HomeGold also agreed that if it purchased any notes, it would purchase all of the notes tendered at the minimum price of $350 per $1,000. If the principal amount of notes tendered at the purchase price were to exceed a majority of the principal amount of the notes (and HomeGold elected not to purchase all such notes), all securities tendered at prices below the applicable purchase price would be accepted, and acceptances of tenders at the purchase price would be allocated among holders of the notes on a pro-rata basis according to the principal amount tendered. HomeGold said that in addition to the tender for notes, it was soliciting consents to approve certain proposed indenture amendments which would eliminate or modify certain negative covenants and other provisions, generally relating to the incurrence of debt and other significant corporate transactions. HomeGold said it would pay $10.00 per each $1,000 principal amount as a consent payment. Consents could be delivered without tendering notes, but a tender of notes would be deemed to be a concurrent tender of the consent associated with such tendered notes. Completion of the tender offer was subject to certain conditions - which could be waived by HomeGold - including the tender of a majority of the outstanding notes at or below the maximum purchase price of $550 per $1,000 principal amount. The tender offer was originally set to expire at 5:00 p.m. ET on Oct. 8, but was subsequently extended. Tendered Notes (and Consents) could be withdrawn at any time prior to the expiration date of the tender offer. First Union Securities, Inc. was the dealer manager, MacKenzie Partners, Inc. was the information agent and Bankers Trust Corp. was the depositary for the tender offer.

EUROTEL BRATISLAVA A.S. said on Oct. 11 that it had bought back €15 million of its Euro-denominated 11.25% senior guaranteed notes due 2007 for a net consideration of €15.7 million. The bonds were bought back in a series of open market transactions. The Bratislava, Slovak Republic-based telecommunications company originally issued the €175 million of bonds last year through its Slovak Wireless Finance Company BV financing subsidiary. It said the buyback would yield future cash interest savings of €9.3 million. Based on debt figures as of June 30, the repurchase lowers the company's total debt to €160 million. The company will take extraordinary charges of approximately €900,000 and €200,000 in the third and fourth quarters, respectively.

Liberty Media Corp. (LMCA) on Oct. 10 announced the range of prices it would pay for a portion of the outstanding bond debt of UNITED PAN-EUROPE COMMUNICATIONS NV under its previously announced modified Dutch auction tender for those bonds. Liberty Media said it would purchase at a price of between $110 and $190 per $1,000 principal amount the following dollar-denominated UPCOY senior notes: up to $60 million 10.875% notes due 2007; up to $240 million of 10.875% notes due 2009, up to $75.6 million of 11.25% notes due 2009; up to $180 million of 11.25% notes due 2010; and up to $90 million 11.5% notes due 2010. It will purchase at a price of between $60 and $140 per $1,000 principal amount the following dollar-denominated UPCOY senior discount notes: up to $220.5 million of 12.5% notes due 2009; up to $143.4 million of 13.375% notes due 2009; and up to $300 million of 13.75% notes due 2010. It will purchase at a price of between €100 and €170 per €1,000 principal amount the following UPCOY euro-denominated senior notes: up to €30 million 10.875% notes due 2007; up to €90 million 10.875% notes due 2009; up to €30.3 million 11.25% senior notes due 2009; and up to €60 million 11.25% notes due 2010. It will also purchase up to €57.3 million 13.375% senior discount notes due 2009 at a price of between €60 and €130 per €1,000 principal amount. AS PREVIOUSLY ANNOUNCED, Liberty Media, an Englewood, Colo.-based company with a broad range of interests in domestic and international video programming, communications, technology and the Internet, said Oct. 9 that it was offering to purchase for cash a portion of 13 series of high yield dollar- and euro-denominated senior and senior discount notes issued by United Pan-Europe Communications, an Amsterdam-based European cable-TV network operator and a subsidiary of Denver-based UNITEDGLOBALCOM INC. (UCOMA), A Denver-based international cable and broadband operator in which Liberty Media has taken a sizable stake. The face amount of the eight issues of dollar-denominated debt Liberty is buying totals approximately $1.309 billion, while the face amount of the five issues of euro-denominated debt being tendered for is approximately €267.6 million. Liberty Media said that the purchase price for each series of notes will be determined by the "modified Dutch auction" procedure, under which Liberty will select the single lowest price specified by tendering holders within the applicable price range which would enable it to purchase the announced principal amounts. It said its offer is conditioned on Liberty Media receiving valid, unwithdrawn tenders of notes representing at least 30% in principal amount (or accreted value in the case of discount notes) of all series of notes subject to the offer and on other conditions contained in the official Offer to Purchase. The tender offer will expire at 11:59 p.m. ET on Nov. 6, subject to possible further extension. Salomon Smith Barney, Inc. is dealer manager for the offer. The depositary and information agent for the offer is Mellon Investor Services LLC.

VERSATEL TELECOM INTERNATIONAL NV (VRSA) said Oct. 10 that it would buy back all of its outstanding debt for cash and equity. The Amsterdam-based telecommunications company will repurchase €1 billion of outstanding high-yield debt and €660 million of convertible debt, collectively worth an estimated $1.55 billion. It will offer up to €280 million ($255 million) in cash and approximately 139 million new shares of the company, around a 60% stake, in return for the junk bonds and convertibles. VRSA said the transaction would slash its annual interest costs 90%, to €15 million from €150 million. The transaction is conditioned on 90% acceptance by its bondholders. The company did not announce a timetable for the transaction.

PEDIATRIC SERVICES OF AMERICA, INC. (PSAI) said Oct. 10 that it had repurchased an additional $5 million of its 10% senior subordinated notes due 2008. The Norcross, Ga.-based provider of pediatric home health care services said the notes were purchased in a private transaction for $4,493,750 cash, plus accrued interest. As a result, the company anticipates that this transaction will result in a pre-tax extraordinary gain of approximately $387,000, net of the write-off of the related deferred financing fees, in the quarter ending Dec. 31. The aggregate principal amount of the notes outstanding has been reduced from $32.35 million to $27.35 million. The company on Aug. 15 had announced a previous private purchase of $700,000 of the notes.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.