Petro Stopping extends tender for discount notes

New York, Sept. 23 - Petro Stopping Centers Holdings LP and and Petro Holdings Financial Corp. said they are extending their exchange offer and consent solicitation for all their outstanding $113.37 million principal amount at maturity of senior discount notes due 2008 and Petro Warrant Holdings Corp. extended the consent solicitation for its outstanding warrants.

The offer now ends at 5.00 p.m. ET on Sept. 30, pushed back from 5.00 p.m. ET on Sept. 16. The deadline may be further extended.

The offer now ends at 5.00 p.m. ET on Sept. 23, pushed back from 5.00 p.m. ET on Sept. 16. The deadline may be further extended.

As of the old deadline, $26.7 million principal amount at maturity of the existing notes had been tendered and consents had been received for 53.1% of the warrants, the same as at the last announcement extending the offer on Sept. 16.

As previously announced, the transaction is part of a refinancing of the company's debt.

The El Paso, Texas travel plaza operator is offering $242.57 in cash and $1030.30 in principal amount at maturity of new senior second secured discount notes due 2014 for each $1,000 principal amount at maturity of the existing notes.

The new notes will accrue cash interest at 14% beginning Oct. 1, 2009.

In the consent solicitation, Petro Stopping is looking to eliminate substantially all the restrictive covenants and events of default in the indenture of the existing notes.

Petro Warrant Holdings is soliciting consents to extend the mandatory purchase date of the outstanding warrants.

A valid tender in the exchange offer will also be deemed to be a consent to the proposed amendments to the indenture and, to the extent that holders of the existing notes are also holders of the outstanding warrants, to the proposed amendments to the warrant agreement.

The offer is conditional on, among other things, the receipt of tenders of at least a majority of the outstanding principal amount at maturity of the existing notes, the receipt of consents from holders of at least a majority of the outstanding warrants and the consummation of financing transactions.

In connection with the offer, Petro Stopping Centers Holdings said it intends to refinance substantially all its existing debt in order to extend its debt maturities, to increase its financial flexibility and to take advantage of current conditions in the debt markets.

The information agent is Global Bondholders Services (212 430-3774 or 866 470-4200).

Majestic Star, Majestic Investor extend offer; Majestic Investor ups total payment, consent fee

New York, Sept. 23 - 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 Oct. 1; the offers will now run through 5 p.m. ET on Oct. 6. The consent deadline for each offer was also extended, from 5 p.m. ET on Sept. 22, to 5 p.m. ET on Sept. 25. All deadlines remain subject to possible further extension.

Majestic Star said that as of 5 p.m. ET on Sept. 22, $49.315 million of the 10 7/8% notes had been tendered by their holders and not subsequently withdrawn, up from the $44.805 million which had been tendered by Sept. 17, the last amount announced.

Majestic Investor Holdings said that as of 5 p.m. ET on Sept. 22, $56.385 million of the 11.653% notes had been tendered and not withdrawn - up from the $32.092 million of notes which had been tendered by Sept. 17.

Majestic Investor Holdings also announced that it had increased the total consideration it is offering for its 11.653% notes to $1,090 per $1,000 principal amount of notes (it had originally been $1,050 per $1,000 but was later raised to $1,080).

The total consideration includes a consent payment for holders who tender their notes and deliver their consents before the consent deadline, which was also increased, to $30 per $1,000 principal amount, up from $20 per $1,000 (which in turn had been raised from the originally announced $5 per $1,000).

The tender offer consideration (i.e. total consideration minus the consent payment), which is to be paid to those holders who do not tender their notes and deliver consents by the consent deadline, remains at $1,060 per $1,000 principal amount, to which it was raised from the originally announced $1,045 per $1,000 level. Majestic Investor Holdings will also pay accrued and unpaid interest up to the payment date on all notes which are accepted for purchase.

Majestic Star did not announce any increase in the consideration it is offering to its noteholders for their participation in the offer.

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 tendering by the consent deadline; holders tendering after the consent deadline but before the tender expiration deadline 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 initially 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 and now stands at $1,090 per $1,000 principal amount, including a $30 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 seeks 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. The companies said on Sept. 19 that holders of either series of notes who had tendered their notes and had delivered the related consents by the now-passed and since-extended 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 would have no withdrawal rights and thus may not be withdrawn/revoked at any time.

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.

Buckeye starts consent solicitation for 9¼% notes

New York, Sept. 23 - Buckeye Technologies Inc. announced a consent solicitation for its $100 million 9¼% senior subordinated notes due Sept. 15, 2008.

The solicitation is to allow the Memphis, Tenn. manufacturer of specialty cellulose and absorbent products to amend the note indenture to match the more recent indenture used to issue its recent 8% senior subordinated notes due 2010 and current market practice.

Holders consenting to the change will receive $5 in cash per $1,000 principal amount of notes.

The solicitation ends at 5.00 p.m. ET on Oct. 6.

Citigroup Global Markets Inc. (contact Liability Management at 800 558-3745 or collect at 212 723-6106) is solicitation agent and Global Bondholders Services Corp. (866 470-4200 or 212 430-3774) is the information agent.

Standard Pacific plans to call 8½% notes with new-deal proceeds

New York, Sept. 23 - Standard Pacific Corp. (Ba2/BB) announced plans to call its $100 million of 8½% senior notes due 2007 using the anticipated proceeds from a new bond offering.

Standard Pacific, an Irvine, Calif.-based homebuilder, said the 8½% notes are currently callable at a price of 102.833% of par. It expects to issue a formal notice calling the 8½% notes upon completion of the proposed offering.

The company Tuesday sold $100 million of new senior notes due 2008 - increased from an announced size of $100 million - via a syndicate led by bookrunner Credit Suisse First Boston LLC, joint lead manager Banc One Capital Markets and co-managers Comerica Securities, Fleet Securities, Inc., and PNC Capital Markets, Inc.

Varsity Brands extends tender offer for 10½% notes

New York, Sept. 23 - Varsity Brands, Inc. (B2/B-) said it had extended its previously announced tender offer for its 10½% senior notes due 2007. The offer was extended to 10 a.m. ET on Sept. 24, subject to possible further extension, from the previously announced deadline of 12 midnight ET on Sept. 23.

Varsity Brands said that as of 5 p.m. ET on Sept. 23, approximately $46 million in aggregate principal amount of the notes had been tendered. It further said that holders who had previously tendered their securities need not take any further action as a result of this extension. Any holders who tendered their notes after the recent expiration of the consent deadline or who now tender their notes before the tender offer expiration will receive consideration of $1,035 per $1,000 principal amount of notes tendered and accepted for purchase.

All other previously announced terms and conditions of the tender offer and consent solicitation are unchanged.

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).

It initially 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 (the consent fee was subsequently increased to 0.625% of the principal amount, which in turn raised the total consideration to $1,041.25 per $1,000 principal amount).

Varsity Brands also said it was seeking consents to certain proposed amendments to the notes' indenture (the consents were eventually received after numerous extensions of the consent deadline).

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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