Dobson, unit tender for 12¼% notes and preferred shares

New York, Sept. 8 - Dobson Communications Corp. (B3) said that its Dobson/Sygnet Communications Co. subsidiary (B3) has begun a cash tender offer for any and all of its outstanding $188.5 million of outstanding 12¼% senior notes due 2008, as well as a related solicitation of noteholder consents to proposed indenture amendments.

It set 5 p.m. ET on Sept. 12 as the consent deadline and said that the offer would expire at 5 p.m. ET on Oct. 7, with both deadlines subject to possible extension.

Dobson - an Oklahoma City, Okla.-based provider of wireless communications services to mostly rural markets, said that Dobson/Sygnet would offer cash consideration of $1,077.57 per $1,000 principal amount of notes tendered, plus accrued and unpaid interest up to, but not including, the settlement date, payable on the settlement date. It said that Dobson/Sygnet would offer a consent payment to qualifying noteholders of $30 per $1,000 principal amount.

The company also said that it had begun a separate cash tender offer for up to 250,000 shares of its own 12¼% senior exchangeable preferred stock (Caa2), which, like the tender offer for the notes, will expire at 5 p.m. ET on Oct. 7, subject to possible extension.

Dobson said it would offer cash consideration to tendering preferred stockholders of $1,061.25 per share, plus accrued and unpaid dividends up to, but not including, the settlement date, payable on the settlement date.

The two offers are each subject to and conditioned upon Dobson Communications' receipt of proceeds from an offering of its debt securities and borrowings under a new senior credit facility or other financing (Dobson separately announced plans to sell up to $600 million of new 10-year senior notes in a Rule 144A deal, and said it would use the proceeds, along with those of a new $700 million credit facility which Dobson is arranging, to fund the $189 million note tender, the $250 million preferred stock tender and to refinance and replace outstanding borrowings under Dobson's existing credit facilities which totaled approximately $751 million as of June 30 - $484 outstanding under the Dobson Operating Co. credit facility and $267 million outstanding under the Dobson/Sygnet credit facility). Dobson said that it will contribute a portion of those proceeds to Dobson/Sygnet so that it can make payments pursuant to the Dobson/Sygnet Offer.

Lehman Brothers Inc. is the dealer manager and solicitation agent for the offers (call collect 212 528-7581 or toll-free 800 438-3242). Bondholder Communications Group is the information agent (call 212 809-2663).

Varsity Brands again extends consent deadline for 10½% notes

New York, Sept. 8 - 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. 8, subject to possible further extension, from the previous deadline at 5 p.m. ET on Sept. 5.

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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