Majestic extends offer deadlines; Majestic Investor ups consideration, consent fee

New York, Sept. 19 - Majestic Star Casino LLC (B2/B) and its Majestic Investor Holdings LLC (B2/B) unit said they had extended the previously announced separate but concurrent tender offers and consent solicitations for Majestic Star's 10 7/8% senior secured notes due 2006 and for Majestic Investor Holdings' 11.653% senior secured notes due 2007.

Both offers had been scheduled to expire at 5 p.m. ET on Sept. 24; the offers will now run through 5 p.m. ET on Oct. 1. The consent deadline for each offer was also extended, to 5 p.m. ET on Sept. 22 from 5 p.m. ET on Sept. 18. All deadlines remain subject to possible further extension.

Majestic Star and Majestic Investor Holdings also said that holders of each of their notes who had tendered their notes and had delivered the related consents by the now-passed Sept. 18 consent deadline would still be able to withdraw their tenders and revoke their consents at any time up to the new consent deadlines, but not after that. And they said that any notes tendered (and consents delivered) after 5 p.m. ET on Sept. 18 have no withdrawal rights and thus may not be withdrawn/revoked at any time.

Majestic Star said that as of 5 p.m. ET on Sept. 17, $44.805 million of the 10 7/8% notes had been tendered and not subsequently withdrawn, unchanged from Sept. 16, which had been the deadline for the offer before the company announced its extension to Sept. 18.

Majestic Investor Holdings said that as of the 5 p.m. ET on Sept. 17, $32.092 million of the 11.653% notes had been tendered and not withdrawn - up from the $28.892 million of notes on Sept. 16.

Majestic Investor Holdings also announced that it had increased total consideration it is offering for its 11.653% notes to $1,080 per $1,000 principal amount, up from $1,050 per $1,000 principal amount.

The total consideration includes a consent payment for holders who tender their notes and deliver their consents before the consent deadline; the consent payment was also increased, to $20 per $1,000 principal amount from $5 per $1,000 principal amount. (The increase in the total consideration also produces an increase in the tender offer consideration which is to be paid to holders who do not tender their notes and deliver consents by the consent deadline to $1,060 per $1,000 principal amount from $1,045 per $1,000 principal amount.) Majestic Investor Holdings will also pay accrued and unpaid interest on the notes up to the payment date.

Majestic Star did not announce any increase in the consideration it is offering to noteholders.

As previously announced, Majestic Star Casino, a Gary, Ind.-based gaming operator, announced a cash tender offer for its $130 million of outstanding 10 7/8% notes on Aug. 26, while its Majestic Investor Holdings subsidiary, along with Majestic Investor Capital Corp., concurrently announced a separate cash tender offer for Majestic Investor Holdings' $151.767 million of remaining outstanding 11.653% notes (out of the $152.6 million sold in November, 2001).

The companies initially set consent deadlines for their respective offers of 5 p.m. ET on Sept. 10, and said each offer would expire at 5 p.m. ET on Sept. 24 (all of the deadlines were subsequently extended).

Majestic Star said it would offer $1,054.38 per $1,000 principal amount of the 10 7/8% notes, including a consent payment of $5 per $1,000 principal amount for holders who tender by the consent deadline. From the consent deadline up to the tender expiration deadline, holders will receive $1,049.38 per $1,000 principal amount. Majestic Star will also pay accrued interest up to but not including the date of payment.

The consent solicitation is to amend the indenture and release liens on the collateral securing the notes. The indenture amendment would eliminate substantially all the restrictive covenants and amend certain other provisions. A majority is needed to pass the changes.

Majestic Investor Holdings meantime said it would offer $1,050.00 per $1,000 principal amount of the 11.653% notes, including a consent payment of $5 per $1,000 principal amount for holders tendering by the consent deadline (the total consideration was subsequently raised to $1,080 per $1,000 principal amount, including a $20 per $1,0000 consent payment) . It said that holders tendering after the consent deadline, but up to the tender expiration deadline would receive $1,045.00 per $1,000 principal amount (this consideration was also subsequently raised, to $1,060 per $1,000 principal amount) . Majestic Investor Holdings will also pay accrued interest up to, but not including the date of payment.

The consent solicitation is to amend the indenture, terminate guarantees and release liens on the collateral securing the notes. Majestic Investor said the indenture amendment would eliminate substantially all the restrictive covenants and amend certain other provisions. A majority is needed to pass the changes and the consent of two thirds of the principal amount is outstanding is needed to release the liens.

For both offers, holders who tender will be required to deliver consents and consents can only be given on notes that are tendered.

Both offers are conditional on the receipt of consents and the completion of related financing transactions by Majestic Star.

Documentation is available from MacKenzie Partners, Inc. (call 800 322-2885), the information agent for the tender offers. The depositary is The Bank of New York.

Koppers to redeem 9 7/8% notes with new-deal proceeds

New York, Sept. 19 - Koppers Inc. (B2/B-) said that it plans to use a portion of the anticipated proceeds from its upcoming Rule 144A 10-year note sale to redeem all of its outstanding 9 7/8% senior subordinated notes due 2007.

Koppers, a Pittsburgh-based integrated producer of carbon compounds and treated wood products for use by the utility, construction, railroad, aluminum, chemical and steel industries, issued $175 million of the 9 7/8% notes in November 1997.

The company said it will issue $300 million of new 10-year senior secured notes, subject to market conditions and other factors.

In addition to the redeeming the existing notes, Koppers plans to use the new-deal proceeds to repay a portion of its borrowings under its bank credit facility and pay a dividend to shareholders.

Cellco starts consent solicitation for 12¾% notes

New York, Sept. 19 - Cellco Finance NV announced a consent solicitation for its 12¾% senior notes due 2005 to amend the indenture governing the notes.

The proposed amendment would permit Cellco to, among other things, redeem, prepay or purchase its subordinated indebtedness, including its 15% senior subordinated notes due 2005, before maturity or scheduled prepayment or sinking fund payment by using the proceeds of permitted investments or restricted payments made by parent Turkcell Iletisim Hizmetleri AS in compliance with the covenants in the indenture.

Cellco, a Curacao, Netherlands Antilles financing subsidiary of Istanbul-based mobile phone company Turkcell, needs to obtain the consent of holders of a majority of the principal amount of the notes.

Cellco will pay a consent fee of $15 per $1,000 principal amount of notes to holders who validly deliver their consents before the expiration date of 5.00 p.m. ET on Oct. 3.

Deutsche Bank AG London is the solicitation agent (+44 20 7545 9968). Georgeson Shareholder Communications, Inc. is the information agent (212 440-9800, 877 743-0667 or +44 20 7335 8730).

Hometown America again ups offer for Chateau Communities notes, extends deadlines

New York, Sept. 19 - Hometown America, LLC said that it has again increased the tender offer consideration (and thus the total consideration) it is offering to pay under its previously announced tender offer for all the outstanding 8½% senior notes due 2005, 7 1/8% senior notes due 2011 and 6.92% Mandatory Par Put Remarketed Securities due 2014 which were issued by CP LP (Ba1/BBB-), a unit of Chateau Communities Inc. It also extended the related consent solicitations, pricing date and tender offer expiration deadline.

Hometown America said the total consideration to be paid for validly tendered 8½% notes would be based on a fixed spread of 25 basis points over the yield to maturity on the pricing date of the U.S. Treasury 1 5/8% note due March 31, 2005 (versus the previous 45 bps spread, which originally had been 85 bps).

The total consideration to be paid for validly tendered 7 1/8% notes would be based on a 25 bps fixed spread over the yield on the 5% Treasury note due Aug. 15, 2011 (versus the previous 60 bps spread, which originally had been 125 bps).

The total consideration to be paid for each validly tendered 6.92% MOPPRS would be based on a 25 bps fixed spread over the yield on the 1 ¾% Treasury note due Dec. 31, 2004 (versus the previous 40 bps spread, which originally had been 80 bps).

Pricing for the tender offer will now take place at 2 p.m. ET on Sept. 29, extended from the original Sept. 26 pricing date.

The total consideration will continue to include a $25 per $1,000 principal amount consent fee payable to those holders tendering by the consent deadline, which has now been extended to 5 p.m. ET on Sept. 29 from Sept. 18. The tender offers will now expire at midnight ET on Oct. 1 extended from Sept. 30. All deadlines remain subject to possible further extension.

All other terms and conditions of the tender offers and related consent solicitations remain unchanged.

As previously announced, Hometown America, a Chicago-based developer and operator of manufactured housing communities said on Sept. 4 that its wholly owned subsidiary, Chopper Partnership Merger Sub, LLC, had begun cash tender offers to purchase all of the outstanding Chateau Communities 8½% notes, 7 1/8% notes and 6.92% securities, as well as related consent solicitations to amend the indenture governing each series of notes. 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 initially set a consent date of 5 p.m. ET on Sept. 16, said the prices it would offer for the securities would be set at 2 p.m. ET on Sept. 26, and said the tender offers would l expire at midnight, Sept. 30 (all of the deadlines were subsequently extended).

The company said that the tender offers and consent solicitations were being conducted in connection with the previously announced agreement by Hometown America, 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 Communities shareholders are to vote on the proposed merger on Sept. 30.

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 (call 866 834-4666) and UBS Investment Bank (call 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.

© 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.