Intrawest tenders for 9¾% notes

New York, Sept. 29 - Intrawest Corp. (B1) said that it had begun a tender offer to purchase for cash all $200 million principal amount of its outstanding 9¾% senior notes due 2008, and will seek the consent of the noteholders to indenture changes that would eliminate substantially all of the restrictive covenants.

It set 5 p.m. ET on Oct. 8 as the consent deadline and midnight ET on Oct. 28 as the expiration deadline, both of which are subject to possible extension.

Intrawest, a Vancouver, B.C.-based developer of mountain resorts, said that it will purchase the notes at a price of $1,048.75 per $1,000 principal amount. The figure includes a $10 per $1,000 principal amount consent fee for those holders tendering their notes and delivering their consents to the indenture changes by the consent deadline. Holders who tender their notes after the consent deadline but before the offer expiration will be entitled to receive $1,038.75 per $1,000 principal amount

The tender offer is conditioned upon, among other things, the receipt by the company of requisite noteholder consents to adopt the amendments.

Payment for notes tendered on or prior to the consent deadline will be made on Oct. 9, while payment for notes tendered after the consent deadline but before the expiration deadline will be made on the next business day following the expiration deadline. Tendered notes may not be withdrawn and consents may not be revoked after the consent deadline.

Intrawest said that it plans to fund the tender offer and to reduce other indebtedness from the proceeds of a planned Rule 144A sale of up to $250 million of new 10-year senior notes. The closing of the offering is expected to take place on Oct. 9.

Deutsche Bank Securities Inc. is dealer manager and solicitation agent for the tender offer and consent solicitation (call Dennis Farrell at 212 250-2500). The depositary is JPMorgan Chase Bank and the information agent is MacKenzie Partners of New York (800 322-2885).

Rouse to redeem $26 million more 9¼% junior debentures

New York, Sept. 29 - The Rouse Co. said that it has elected to redeem approximately $26 million of its outstanding 9¼% junior subordinated debentures due 2025. The debentures would be redeemed at par.

Rouse said that this partial redemption of the debentures would result in the redemption on Nov. 3 of approximately $25 million of the 9¼% cumulative Quarterly Income Preferred Securities ("QUIPS") issued by Rouse Capital, an affiliate of The Rouse Co.

As previously announced, Rouse, a Columbia, Md.-based real estate development company, said that its Board of Directors had authorized management to redeem at par up to all of the debentures and, thus, the QUIPS.

The trustee for the QUIPS holders is Bank One Trust Co., NA, in New York.

Mohegan Tribal Gaming Authority again extends and amends consent solicitation

New York, Sept. 29 - The Mohegan Tribal Gaming Authority (Ba2/BB-) said that it had again extended and amended its previously announced solicitation of consents to proposed indenture changes among the holders of its 8 1/8% senior notes due 2006, its 8 3/8% senior subordinated notes due 2011 and its 8% senior subordinated notes due 2012.

The consent solicitation, which had been scheduled to expire at 5 p.m. ET on Sept. 25, has been extended to 5 p.m. ET on Sept. 30, subject to possible further extension.

The Authority noted that while the original aim of the consent solicitation was to make certain provisions contained in the indentures of the three series of notes conform to those in the indenture of its recently issued 6 3/8% senior subordinated notes due 2009, it has for a second time elected to amend the solicitation, so that certain provisions of the indentures governing the three series of notes will continue to be more restrictive than the corresponding provisions of the indenture for the 6 3/8% notes (Mohegan issued $330 million of the 6 3/8% notes in July)..

All other previously announced terms and conditions of the consent solicitation remain unchanged.

As previously announced, Mohegan Tribal Gaming Authority, an Uncasville, Conn.-based Indian gaming operator said on Sept. 11 that it had begun soliciting consents to proposed indenture changes from the holders of its outstanding $200 million principal amount of 8 1/8% notes, its $150 million of 8 3/8% notes and its $250 million of 8% notes.

The Authority initially said the consent solicitation would expire at 5 p.m. ET on Sept. 23, although this was subsequently extended, as noted. It said the fee to be paid for each consent properly delivered and not revoked prior to the expiration would be $5 in cash per $1,000 principal amount of notes.

The Authority said the proposed amendments generally require the consent of holders of a majority in aggregate principal amount of each series of outstanding notes.

Banc of America Securities LLC (call the High Yield Special Products group at 888 292-0070 or collect at 704 388-4813) and Citigroup Global Markets Inc. (call the Liability Management group at 800 558-3745 or collect at 212 723-6106 are the solicitation agents. Global Bondholders Services Corp. Is the information agent for the offer (call 866 470-4200 or collect at 212 430-3774).

Hometown America extends pricing, expiration deadlines for Chateau Communities tender

New York, Sept. 29 - Hometown America, LLC, said that it has again extended the pricing deadlines and tender offer expiration deadlines of its previously announced tender offers for all of 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 did not, however, extend the related solicitations of noteholder consents to proposed indenture changes.

Pricing for the tender offers- originally scheduled for Sept. 26 and later extended to Sept. 29 - will now occur at 2 p.m. ET on Oct. 7. The tender offers, originally set to expire on Sept. 30 and later extended to Oct. 1, will now expire at 5 p.m. ET on Oct. 9. The deadlines are subject to possible further extension. The consent deadline (originally on Sept. 18, though later extended to 5 p.m. ET on Sept. 29) was not extended.

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

As of 9 a.m. on Sept. 29, holders had tendered $87 million of the 8½% notes to the company; $120.3 million of the 7 1/8% notes; and $77.95 million of the 6.92% securities.

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 separate but simultaneous 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 $100 million of the 8½% notes in February 2000, $150 million of the 7 1/8% notes in October 2001 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 expire at midnight, Sept. 30 (all of the deadlines were subsequently extended, as noted).

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 shareholders are to vote on the proposed merger on Sept. 30.

It initially said that the total consideration to be paid for each validly tendered 8½% note would be based on a fixed spread of 85 basis points over the yield to maturity of the U.S. Treasury 1 5/8% note due March 31, 2005 at 2 p.m. ET on the pricing date (subsequently changed to a 45 bps fixed spread and still later, to 25 bps). It initially said the total consideration to be paid for each validly tendered 7 1/8% notes would be based on a 125 bps fixed spread over the yield on the 5% Treasury note due Aug. 15, 2011 (subsequently changed to a 60 bps fixed spread and still later, to 25 bps). And it initially said that the total consideration to be paid for each validly tendered 6.92% MOPPRS would be based on an 80 bps fixed spread over the yield on the 1¾% Treasury note due Dec. 31, 2004 (subsequently changed to a 40 bps fixed spread and still later, to 25 bps).

The company said that total consideration for each series of notes would include a $25 per $1,000 principal amount consent payment for those holders tendering their notes on or before the consent deadline.

Hometown said that holders tendering their notes after the consent expiration date would not be entitled to receive the consent payment. Holders tendering their notes would be required to consent to the proposed indenture amendments, which would eliminate substantially all of the restrictive covenants contained in the indenture. Tendered notes could not be withdrawn and consents could not be revoked after the end of the consent period.

The company said that the tender offers 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 (866 834-4666) and UBS Investment Bank (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.

Delta Financial calls 9½% notes for redemption

New York, Sept. 29 - Delta Financial Corp. announced plans to redeem all of its outstanding 9½% senior notes due 2004 at par plus accrued interest on Oct. 30.

Delta Financial, a Woodbury, N.Y. financial services company, said that the aggregate redemption price, including principal and accrued interest, is expected to be approximately $11 million.

The redemption announcement applies to both series of 9½% notes - the series issued in July 1997, for which The Bank of New York is the trustee, and the series issued in December 2000, for which U.S. Bank NA is the trustee. Delta has notified both of the indenture trustees of its intention.

Delta Financial said that after it redeems the notes, it will not have any unsecured long-term debt on its balance sheet. Warrants that were issued in connection with the 2000 series notes, and which remain unexercised after the completion of the planned redemption of those notes, will expire as outlined in their terms.

American Seafoods gets consents in tender offer for 10 1/8% notes

New York, Sept. 29 - American Seafoods Group LLC (B3) and American Seafoods Finance, Inc. said that they had received the requisite amount of consents to proposed indenture changes under the terms of their previously announced cash tender offer to purchase any and all of their outstanding 10 1/8% senior subordinated notes due 2010, and related consent solicitation.

The company said that the consent solicitation portion of the tender offer expired as scheduled at 5 p.m. ET on Sept. 26 without extension, and that as of that deadline, $174.93 million of the notes had been tendered along with their consents out of $175 million outstanding - well up from the $9.93 million of the notes which had been tendered as of Sept. 23, before the company announced that it had increased the total and tender offer consideration it was offering noteholders, after talks with a noteholder claiming to represent the holders of a clear majority of the notes, and that those holders had agreed to tender their notes.

A supplemental indenture incorporating the desired changes was executed upon the expiration of the consent solicitation. The amendments are set to become operative when the notes are accepted for purchase and payment by the company

As previously announced, American Seafoods, a Seattle-based harvester and processor of fish products, said on Sept. 15 that along with its American Seafoods Finance subsidiary, it had begun a cash tender offer to purchase any and all of its outstanding 10 1/8% notes, and was also soliciting noteholder consents to certain proposed amendments to the notes' indenture, which would eliminate substantially all of the restrictive covenants, certain repurchase rights and certain events of default and related provisions.

The company said the consent solicitation would expire at 5 p.m. ET on Sept. 26, and the tender offer would expire at 12 midnight, ET on Oct. 10, with all deadlines subject to possible extension.

American Seafoods initially said that the price it would offer for the notes would be set at 2 p.m. ET on Sept. 29, using a formula based on the yield on the reference security, the 5 5/8% U.S. Treasury Note due Feb. 15, 2006, at the pricing deadline, and it suggested that, for example, if the yield at the pricing deadline was the same as that seen at 2 p.m. ET on Sept. 12 - 1.832% - then the total consideration to be paid would equal $1,184.14 per $1,000 principal amount of notes tendered, assuming a payment date of Oct. 16.

On Sept. 24, American Seafoods announced higher total consideration and tender consideration figures, based on its negotiations with bondholders claiming to hold a majority of the notes.

The company said it had set the total consideration that it will offer to holders tendering their notes and delivering their consents to proposed indenture changes by the consent deadline at $1,200 per $1,000 principal amount of notes validly tendered and accepted for purchase. The total consideration would include a $30 per $1,000 principal amount consent fee. Tender offer consideration for holders tendering after the consent deadline (i.e. total consideration less the consent fee) will be $1,170 per $1,000 principal amount. All tendering noteholders will also receive accrued and unpaid interest up to, but not including, the payment date.

The announced proposed price represents an increase over the estimated total consideration of $1,184.14 per $1,000 principal amount, assuming a payment date of Oct. 16, which the company suggested holders might receive when it first announced the tender offer.

It said that the higher total consideration figure was reached following discussions between itself, the tender offer dealer-manager Credit Suisse First Boston LLC and "a noteholder purportedly representing noteholders holding in excess of 80% of the aggregate principal amount of the Notes." It also said that those noteholders have indicated that they intend to promptly tender their notes at the increased purchase price and consent to the desired indenture changes.

The company said all other previously announced terms and conditions of the offer and deadlines remain unchanged.

The company said that holders tendering notes under the terms of the tender offer on or prior to the consent deadline would be obligated to also consent to the proposed amendments. Holders consenting to the proposed amendments would be required to also tender their notes, and could not revoke such consent without withdrawing the previously tendered notes to which such consent relates. It said that tendered notes could be withdrawn and related consents evoked at any time on or prior to the consent expiration date for the offer, but not after that.

The company said that completion of the tender offer would be subject to certain conditions, including the consummation of certain financing transactions contemplated by the S-1 registration statement and subsequent amendment which American Seafoods has filed with the Securities and Exchange Commission, and the now fulfilled conditions of receipt of the requisite consents to the proposed indenture changes from the noteholders and the execution of the related supplemental indenture incorporating those changes.

Credit Suisse First Boston LLC is the dealer manager for the offer and the solicitation agent for the solicitation (800 820-1653). Documentation can be obtained from MacKenzie Partners, Inc., the information agent (212 929-5500), and Wells Fargo Bank Minnesota, NA is the depositary.

Standard Pacific calls 8½% notes for redemption

New York, Sept. 29 - Standard Pacific Corp. (Ba2/BB) said that has notified the indenture trustee for its 8½% senior notes due 2007, The Bank of New York, of its decision to redeem the notes on Oct. 27, at a price of 102.833% of the principal amount, plus accrued and unpaid interest.

Standard Pacific will fund the redemption using a portion of the proceeds of its recent bond offering (on Sept. 23, Standard Pacific sold $150 million of new 6½% senior notes due 2008 at par, increased from a planned size of $100 million); concurrent with the announcement of the coming redemption of the 8½% notes, the company also announced the official completion of the new bond offering.

As previously announced, Standard Pacific, an Irvine, Calif.-based homebuilder, issued a news release on Sept. 23 outlining its plans to call and repay its $100 million of 8½% notes, which had been issued in June 1997, using the anticipated proceeds from the simultaneously announced $100 million offering of new five-year bonds.

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