Intrawest ends offer with $115.25 million 9¾% notes tendered

New York, Oct. 31 - Intrawest Corp. said its offer to buy its 9¾% senior notes due 2008 expired on Oct. 28 with $115.25 million of the securities tendered, or 58% of the $200 million outstanding principal amount.

As previously announced, Intrawest will redeem the remaining $84.75 million of the notes on Nov. 21 at a price of $1,048.75 per $1,000 principal amount plus accrued interest.

In the tender offer and consent solicitation, Intrawest paid a total of $122.59 million, made up of the purchase price, the consent fee and accrued interest.

Intrawest, a Vancouver, B.C.-based mountain resort operator, originally announced on Sept. 29 that it had begun a tender offer to purchase for cash all $200 million principal amount of its outstanding 9¾% notes, and said it would seek the consent of the noteholders to indenture changes that would eliminate substantially all of the restrictive covenants.

It initially set 5 p.m. ET on Oct. 8 as the consent deadline, although that was later extended, and set midnight ET on Oct. 28 as the expiration deadline, subject to possible extension.

Intrawest said it would purchase the notes at a price of $1,048.75 per $1,000 principal amount, including 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 tendering after the consent deadline but before the offer expiration would receive $1,038.75 per $1,000 principal amount. Tendered notes could not be withdrawn, nor could delivered consents be revoked, after the consent deadline.

On Oct. 10, Intrawest said it had successfully completed the consent solicitation portion of the tender offer, with a total of $115.25 million of the notes, or 58% of the outstanding principal amount, having been tendered by the extended consent deadline of 5 p.m. ET on Oct. 9.

Intrawest accepted for payment all notes tendered by the consent date, and paid noteholders a total $122.586 million, which included the purchase price, consent fee and accrued interest. It also executed a supplemental indenture eliminating substantially all the restrictive covenants.

In announcing the tender offer and consent solicitation, Intrawest said the tender offer would be conditioned upon, among other things, the now-fulfilled requirement of receipt by the company of requisite noteholder consents to adopt the amendments.

It said that payment for notes tendered on or prior to the consent deadline would be made on Oct. 9, while payment for notes tendered after the consent deadline but before the expiration deadline would be made on the next business day following the expiration deadline.

Intrawest said that it would fund the tender offer and reduce other indebtedness from the proceeds of a Rule 144A sale of up to $250 million of new 10-year senior notes. That offering was upsized to $350 million and successfully priced on Oct. 1.

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).

Dobson buys $246.97 million 12¼% preferreds in tender

New York, Oct. 31 - Dobson Communications Corp. said it closed its cash tender offer for its 12¼% senior exchangeable preferred stock and bought 246,967 shares.

The Oklahoma City wireless phone company paid a total of $263.4 million for the preferreds, including accrued dividends.

Dobson had been offering $1,061.25 per preferred tender in the offer. The expiration date was Oct. 30.

North American Van Lines receives consents for 13 3/8% notes

New York, Oct. 31 - North American Van Lines, Inc. said it received the necessary consents from holders of its $150 million 13 3/8% senior subordinated notes due 2009 for the proposed amendments to the indentures.

The Fort Wayne, Ind. company said it received consents from $138.175 million principal amount of the notes or 92% of the principal amount, far above the majority needed.

The amendment is to eliminate or modify substantially all of the restrictive covenants and certain other provisions contained in the indenture.

Holders who validly tendered by the consent date will receive a payment for each $1,000 principal amount tendered determined by taking a price calculated based on a fixed spread of 75 basis points over the yield to maturity on the pricing date of Nov. 13 of the 2% Treasury note due Nov. 30, 2004, plus accrued and unpaid interest up to, but not including, the payment date. If the offer is extended, the pricing date will be pushed back to prior to the open of business on a date such that two whole business days would have elapsed between that date and the expiration of the offer.

The expiration date is 5.00 p.m. ET on Nov. 18, unless extended or earlier terminated.

Holders who tender after the now-passed consent date will receive $30.00 less per $1,000 principal amount, plus accrued interest.

Tendered notes may not be withdrawn and consents may not be revoked after the date on which the trustee under the indenture receives an officer's certificate from the company certifying that the requisite consents have been received except in limited circumstances.

The tender offer and consent solicitation are subject to various conditions, including the consummation of the planned initial public offering by Sirva, Inc., North American Van Lines' parent company, the consummation of certain financing transactions and the execution of the proposed amendments to the indenture.

Banc of America Securities LLC will act as the exclusive dealer manager and solicitation agent (contact High Yield Special Products at 888 292-0070 or collect at 704388-4807). Requests for documentation should go to the information agent, Global Bondholder Services Corp. (866 470-3600 or collect at 212 430-3774).

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