Owens-Brockway to sell new notes, use proceeds to repurchase Owens-Illinois 7.85% '04 notes

Owens-Brockway Glass Container Inc. said on Monday (April 21) that it would sell a total of $800 million of new notes in a Rule 144A private offering.

The company, a Toledo, Ohio-based indirect wholly-owned subsidiary of Owens-Illinois Inc., said that it would use a portion of the proceeds of the note sale to repurchase its corporate parent's $300 million aggregate principal amount of 7.85% senior notes due 2004.

A portion of the proceeds would also be used to permanently reduce the revolving loan portion of the company's secured credit agreement, which matures on March 31, 2004.

Tesoro Petroleum buys back some 9 5/8% notes

Tesoro Petroleum Corp. said on Monday (April 21) that it had bought back $25 million of its 9 5/8% senior subordinated notes due 2012 in an open market purchase as part of its just-completed debt refinancing.

Tesoro, a San Antonio, Texas-based refining company, announced at the same time that it had issued $375 million in 8% senior secured notes due 2008 and $200 million in senior secured term loans, also maturing in 2008, and had also entered into a $650 million senior secured credit facility that includes a letter of credit sub-limit of $400 million. It said that the senior secured credit facility, together with the net proceeds of the senior secured notes and senior secured term loans, replaced the company's previous $1.275 billion senior secured credit facility.

D.R. Horton to redeem 10%' 06 notes

D.R. Horton, Inc. (Ba1/BB) said on Friday (April 18) that it is calling its 10% senior notes due 2006 for full redemption on May 23. The notes will be redeemed at a redemption price of approximately $1,010.56 per $1,000 face amount, which includes principal and accrued interest up to May 23.

The company said that the notes were originally issued by Continental Homes Holding Corp. and were assumed by D.R. Horton, Inc. when the two companies merged.

The aggregate redemption price is approximately $150.1 million, and will be funded from the proceeds of Horton's recently completed offering of new 6 7/8% senior notes due 2013.

Holders of the 10% notes will receive a Notice of Full Redemption, setting forth the redemption procedures, via mail.

AS PREVIOUSLY ANNOUNCED, D.R. Horton, an Arlington, Tex.-based homebuilder, said on April 11 that it would sell $150 million of new senior notes in a registered offering under its previously filed shelf registration statement, with the proceeds expected to be used to call the company's approximately $148.5 million outstanding principal amount of its 10% senior notes due 2006.

High yield syndicate sources heard later in the session that Horton had sold an upsized $200 million offering of the new notes at par.

Cinemark USA tenders for 9 5/8% '08 notes

Cinemark USA, Inc. said on Friday (April 18) that it was beginning a tender offer for up to $240 million aggregate principal amount of its $275 million of outstanding 9 5/8% senior subordinated notes due 2008. The company has $200 million series B notes outstanding, and $75 million of series D notes outstanding.

Cinemark, a Plano, Texas-based motion picture theater operator, said that the offer is scheduled to expire at midnight ET on May 15, with an early tender date of 5 p.m. ET on April 24. Both deadlines are subject to possible extension.

Holders who validly tender their notes (and do not subsequently withdraw them) by the early tender deadline will be eligible to receive total consideration for their notes of 101.4% of the principal amount (i.e. $1,014 per $1,000 principal amount), while holders who tender their notes after the early tender deadline but before the expiration deadline will receive the tender offer consideration of par value for their notes, but not the 1.4% early tender premium. Holders of all tendered notes accepted for purchase will additionally receive accrued and unpaid interest up to, but not including, the payment date.

Cinemark said that the tender offer will be conditioned upon, among other things, the receipt by the company of sufficient net proceeds from a new offering of senior subordinated notes and up to $50 million of borrowings under its existing credit facility, to fund the purchase of the 9 5/8% notes in the offer. It will also be conditioned upon the receipt of valid tenders of at least $150 million principal amount of the 9 5/8% notes prior to the tender offer expiration date.

Lehman Brothers Inc is the sole Dealer-Manager for the tender offer (call Emily Shanks at 212 528-7581 or toll-free at 800-438-3242) . D.F. King & Co., Inc. Is the Information Agent (call 800 967-7574 or 212-269-5550).

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