Service Corp. amends and extends exchange offer for 6% ' 05 notes

Service Corp. International (B1/BB-) said on Wednesday (Sept. 4) that it had extended and modified the terms of its previously announced offer to exchange up to new 7.70% senior notes due 2009 for its existing 6% senior notes due 2005. The company has increased the cash payment being offered to $40 per $1,000 principal amount of notes exchanged from the $27.50 for each $1,000 principal amount, as originally offered. As amended, the cash payment will be made to holders of all 6% notes validly tendered prior to the new expiration date and accepted by the company, including all notes which had been already tendered prior to Wednesday's announcement.

Service Corp. extended the expiration date of the offer to 5 p.m., ET, on Sept. 18, subject to possible further extension, from the initial Sept. 5 deadline. It said that as of Sept. 3, approximately $67.5 million of the 6% notes had been tendered in the offer and not withdrawn. Holders who had already tendered their notes are NOT required to deliver any further documentation or take any other action in order to receive the increased cash payment for their notes.

AS PREVIOUSLY ANNOUNCED, Service Corp., a Houston-based international funeral home and cemetery operator, said on Aug. 7 that it would offer to exchange up to $300 million of the newly issued 7.70% notes for an equivalent principal amount of its existing 6% notes. It said the exchange would take place as a private placement transaction, and initially said it would expire at 5 p.m. ET on Sept. 5, although the deadline was subsequently extended. Service Corp. offered the new notes on a 1-to-1 exchange basis with the existing notes, and in addition it initially offered to pay $27.50 in cash per $1,000 principal amount of existing notes validly tendered to the company by 5 p.m. ET on Aug. 23 and accepted for payment (the payment amount was subsequently raised, and the company said it would be paid to the holders of all notes validly tendered by the now-extended expiration deadline). Service Corp. said it would also pay accrued interest, in cash, up to the settlement date on all existing notes tendered and accepted. It said that if more than $300 million of the existing notes were to be validly tendered under the offer and not withdrawn, the company would accept tenders from noteholders on a pro- rata basis. It finally said that the exchange offer would be subject to customary conditions.

Ispat again extends swap offer for Imexsa 10 1/8% '03 certificates

Ispat International NV (B3/B+) said on Wednesday (Sept. 4 ) that its Mexican operating subsidiary, Ispat Mexicana, SA de CV - commonly known as Imexsa (D) - has once again extended its previously announced exchange offer for all of the outstanding 10 1/8% Senior Structured Export Certificates due 2003 of its Imexsa Export Trust No. 96-1. The offer was extended to 5 p.m. ET on Sept. 4, subject to possible further extension, from the previous Sept. 3 deadline.

The company said that as of 5 p.m. ET on Sept. 3, holders of 89.25% of the outstanding certificates had tendered them and had not withdrawn them; the exchange offer was extended to allow remaining holders additional time to submit the documentation required under the agreed upon terms of the exchange.

AS PREVIOUSLY ANNOUNCED, Ispat International, a global steel producer based in Rotterdam, the Netherlands, said on Jan. 25 that Imexsa, its Mexican operating subsidiary, had begun an exchange offer for all the outstanding 10 1/8% certificates issued by Imexsa Export Trust No. 96-1. The exchange offer was originally slated to expire at 5:00 p.m. ET, on Feb. 22, although this deadline was subsequently extended a number of times. Under the original terms of the exchange offer, Imexsa offered to exchange its 10 1/8% senior notes due 2008 for the Imexsa export certificates (this was subsequently amended to change the notes being offered to new Imexsa Export Trust No. 96-1 10 5/8% Senior Structured Export Certificates due 2005), which would be fully and unconditionally guaranteed by Ispat on a senior unsecured basis. Ispat said the exchange offer is conditioned upon the holders of at least 95% of the Imexsa senior certificates having validly tendered them and not withdrawn them prior to the expiration date and upon the other terms and conditions set forth in Imexsa's official Offering Memorandum and Consent Solicitation Statement dated January 24 (the threshold was subsequently raised slightly to 96%) . Ispat further said that Imexsa was soliciting consents from holders of the senior certificates to amend the agreements governing them. Holders tendering their senior certificates in the exchange offer would also have to deliver consents, which could not be withdrawn after the earlier of either a) the expiration date, or b) whenever the requisite consents required to amend the agreements governing the senior certificates are received.

On May 15, Ispat said that the exchange offer had been extended to 5 p.m. ET on May 31 from the previous expiration deadline of 5 p.m. ET on May 15. On June 3, Ispat said that Imexsa had again extended the exchange offer to 5 p.m. ET on June 21, subject to possible further extension, from the previous May 31 expiration date. IST said that the exchange offer was extended following an agreement in principle on the final terms of exchange reached with a group of holders representing over 75% of the outstanding certificates. Under the agreed upon terms of the exchange offer, Imexsa would offer to exchange new 10 5/8% Senior Structured Export Certificates due 2005 to be issued by Imexsa Export Trust No. 96-1 for the validly tendered existing certificates which are accepted for exchange (this in place of the 10 1/8% senior notes due 2008 which the company initially offered to the certificate holders). The new certificates would be fully and unconditionally guaranteed by Ispat and certain of the subsidiaries of Imexsa on a senior unsecured basis. The new certificates would also be secured on a pro-rata basis with Imexsa's bank loans by liens on certain of the company's assets and by a pledge of the stock of Imexsa and Grupo Ispat International SA de CV. The amended exchange offer would be conditioned upon the holders of not less than 95% of the outstanding existing certificates having validly tendered their certificates and not withdrawn them prior to the expiration date (subsequently raised to 96%) and upon the other terms and conditions outlined in Imexsa's official Offering Memorandum and Consent Solicitation Statement; the company said a supplement to the original Offering Memorandum would be distributed to senior certificate holders containing the amended terms of the exchange offer. The terms of the related previously announced consent solicitation were unchanged. Ispat further said that Imexsa had also reached an agreement in principle with all of its bank lenders on the proposed terms of a restructuring of its bank loans. In connection with the bank debt restructuring and the amended exchange offer, Imexsa's shareholders agreed to provide a $20 million loan for working capital purposes.

On June 20, Ispat said that Imexsa had issued the supplemental offering memorandum, letter of transmittal and other ancillary documents amending and supplementing the exchange offer, as previously outlined. It said that the group of bondholders with whom the company had agreed on the amended terms for the offer indicated that it currently intends to participate in the amended exchange offer, which was also been extended to 5 p.m. ET on June 28, (this deadline was subsequently extended again, first to July 12 and then to July 29 ). It said the amended exchange offer would be conditioned upon the holders of not less than 96% of the outstanding principal amount of senior certificates (up from 95% previously) having validly tendered and not withdrawn them by the extended expiration deadline, and upon the other terms and conditions set forth in the supplemental documents.

On July 12, Ispat said that the exchange offer had been extended to 5 p.m. ET on July 29, subject to possible further extension, from the previous July 12 deadline. It announced on July 29 that the exchange offer had again been extended, to 5 p.m. ET on Aug. 23, subject to possible further extension, from the previous July 29 deadline, to allow for additional time to complete the required documentation. On Aug. 26, Ispat announced that the exchange offer had again been extended to 5 p.m. ET on Sept. 3, subject to possible further extension, from the previous Aug. 23 deadline, to allow for additional time to complete documentation required under the agreed upon terms of the exchange. It said that as of Aug. 22, senior certificates representing over a majority of the outstanding principal amount had been tendered under the terms of the exchange offer. The company said it was extending the exchange offer to permit the remaining holders adequate time to tender their certificates. Dresdner Kleinwort Wasserstein (call 212 969-2700, ask for Mark Hootnick) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (call 800 847-4870, ask for Tom Lang) is the information agent for the exchange offer.

Travelex plc begins 10 ½% '10 notes consent solicitation

Travelex plc said on Wednesday (Sept. 4) that it has begun seeking consent to proposed indenture amendments from the holders of its 10½% senior notes due 2010. Those amendments will allow Travelex to invest the funds related to its travelers checks business in a broader pool of investments with longer maturities. The requested changes follow an internal restructuring of the travelers checks business, which resulted in greater flexibility in making investments with a hope of maximizing returns on investment of the travelers checks funds. The company did not announce an expiration deadline for the consent solicitation.

The London-based international foreign exchange specialist has retained Barclays Capital in London as solicitation agent for the consent request, and official notice of and instructions for responding will be sent to holders of beneficial interests in the notes by Euroclear and Clearstream.

Claxson extends, amends exchange offer for Imagen 11% '05 notes

Claxson Interactive Group Inc. said on Tuesday (Sept. 3) that it had again extended its previously announced offer to exchange new debt for the existing 11% senior notes due 2005 of its Imagen Satelital SA subsidiary, and the related solicitation of noteholder consents, and had amended the terms of the offer as well. The offer was extended to 5 p.m. ET on Sept. 16, subject to possible further extension, from the previous deadline of Aug. 30. As of 5 p.m. ET on Aug. 30, Claxson had received tenders from holders of approximately $8.1 million principal amount of the outstanding Imagen existing notes, unchanged from the amount which had been exchanged from Aug. 28, as outlined in its previous extension announcement.

Claxson also said that it had increased the compensation it was offering to $500 of its new senior notes due 2010 (the "New Notes") per $1,000 principal amount of the existing notes. The company has also increased the interest rate on the proposed new notes by 100 basis points, from the originally announced 7.25% to 8.25%. In addition, Claxson has increased the consent payment to $15 per $1,000 principal amount of the old notes, payable to all holders who tender their notes by the new expiration date. Claxson furthermore has now provided that Imagen will unconditionally and irrevocably guarantee on a senior basis all the interest and principal payments on the new notes. Any 11% noteholder who had previously tendered their existing notes will automatically be eligible to receive all of the new and improved terms without taking any action.

AS PREVIOUSLY ANNOUNCED, Claxson, a Buenos Aires, Argentina-based multimedia company providing branded Spanish- and Portuguese-language entertainment content, said on June 28 that it had begun an exchange offer and related consent solicitation for all $80 million of Imagen's 11% notes, under which it would offer $410 of its new 7.25% senior notes due 2010 per $1,000 principal amount of the existing Imagen notes (the amount of new notes and their interest rate were both subsequently increased). Claxson also said that it was soliciting proxies from holders of the existing notes to vote in favor of the proposed amendments to the notes' indenture, and was offering a consent payment equal to $10 per $1,000 principal amount (subsequently raised) to holders of the existing notes tendering them by the original consent payment deadline of 5 p.m. ET on July 18, although this was subsequently extended. Claxson initially set 5 p.m. ET on July 31 as the exchange offer expiration deadline, although this also was subsequently extended. It said the exchange offer would be conditioned upon the receipt of tenders of at least 95% of the outstanding principal amount of the existing Imagen notes, as well as the approval by the Argentine government Comision de Valores of the public offering of the newly issued notes in Argentina, as well as other customary conditions. Claxson said that the new notes will not be registered for unlimited public trading under the U.S. Securities Act of 1933, as amended, and will only be offered in the U.S. to qualified institutional buyers and accredited investors in private transactions and to persons outside the Unites States in off-shore transactions, as defined by the Act. The new notes will be listed on the Buenos Aires Stock Exchange.

On Aug. 1, Claxson Interactive Group said it was extending the exchange offer and consent solicitation for the Imagen 11% notes to 5 p.m. ET on Aug. 14, subject to possible further extension, from the original July 31 deadline. As of 5 p.m. ET on July 31, Claxson had received tenders from the holders of approximately $7.7 million of the outstanding existing notes. Claxson also said that it continues to solicit proxies in favor of proposed indenture changes from the holders of the existing notes, extending the consent payment expiration date to 5 p.m. ET on Aug. 14, subject to possible further extension, from the original July 18 consent deadline; the extended consent deadline would thus coincide with the actual expiration of the tender offer itself. It said that holders who have already tendered their existing notes, or those who tender them by the extended Aug. 14 deadline and who do not withdraw their tenders, would be entitled to receive the consent payment. On Aug. 15, Claxson again announced that the offer had been extended, to 5 p.m. ET on Aug. 28. Claxson said it was in active discussions with the holders of the existing notes who had not yet tendered, with the goal of obtaining full participation. It further said that except for the extension of the expiration date and consent payment expiration date, all other terms and provisions of the exchange offer remained the same.

On Aug. 28, Claxson said it had again extended the exchange offer as well as the consent solicitation to 5 p.m. ET on Aug. 30, subject to possible further extension, from the previous Aug. 28 deadline. As of 5 p.m. ET on Aug. 28, Claxson had received tenders from holders of approximately $8.1 million principal amount of the outstanding Imagen existing notes, unchanged from the amount which had been exchanged by Aug. 14, as outlined in its previous extension announcement. D.F. King & Co.(contact Tom Long at 212 493-6920 is the information agent for the exchange. Banco Rio de la Plata (contact Eduardo Rodriguez Sapey at 011 5411 4341 1013 in Buenos Aires) is the Argentina Trustee and Rep. Exchange Agent.

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