Riviera to redeem 10% '04 notes and 13% '05 notes with new-deal proceeds

Riviera Holdings Corp. (B2/B+) said on Thursday (June 6) that it plans to offer $210 million of new Rule 144A senior secured notes, with a portion of the proceeds from the offering to be used to repay, redeem or repurchase its outstanding 10% first mortgage notes due 2004 and the 13% first mortgage notes due 2005 issued by its Riviera Black Hawk, Inc. (B2/B-) subsidiary. Riviera, a Las Vegas-based gaming company, said the proposed note offering is expected to close during the current 2002 second quarter.

L-3 Communications tenders for 10 3/8% '07 notes

L-3 Communications (Ba3/BB) said on Thursday (June 6) that it had begun a tender offer for all its outstanding $225 million of 10 3/8% senior subordinated notes due 2007 through its wholly owned subsidiary L-3 Communications Corp. The offer is scheduled to expire at 5 p.m. ET on July 3, although it also set an early tender deadline of 5 p.m. ET on June 19. Both deadlines are subject to possible extension. The total consideration to be paid for each validly tendered note accepted for payment will be $1,053.50 per $1,000 principal amount of notes, plus accrued and unpaid interest. That total consideration includes an early tender premium of $20 per $1,000.00 principal amount, for holders who tender their notes by the June 19 early tender deadline. Holders tendering their notes after the early tender deadline but before the offer expires will receive $1,033.50 per $1,000 principal amount, plus accrued and unpaid interest. Tenders of notes made by the early tender deadline may not be validly withdrawn or revoked, unless L-3 - a New York-based maker of defense and aerospace electronics - reduces the tender offer consideration or the principal amount of notes subject to the tender offer or is otherwise required by law to permit withdrawal. Tenders of notes made after the early tender deadline may be validly withdrawn at any time until the offer expires. The tender offer is conditioned upon the satisfaction of certain financing conditions (L-3 separately announced plans on Thursday to sell $750 million of 10-year Rule 144A senior subordinated notes and use a portion of the proceeds to repurchase the 10 3/8% notes; it will also use some of the proceeds to repay outstanding debt under its senior subordinated interim loan agreement). It is also subject to the satisfaction of other customary conditions. L-3 said that if the tender offer is consummated, it plans to promptly afterward call for redemption - in accordance with the amended terms of the indenture governing the notes - all notes that remain outstanding. The remaining notes will be redeemed at the applicable price of $1,051.88 per $1,000 principal amount, plus interest accrued up to the redemption date. Lehman Brothers (call Scott Macklin at 212 528-7581or toll free at 800 438-3242) is the dealer manager for the tender offer. Georgeson Shareholder Communications, Inc., (call 866 283-1866) is the information agent.

Jordan Industries buys $9 mln of 11 ¾% '09 debentures

JORDAN INDUSTRIES INC. (Caa3/B-) said in a filing with the Securities and Exchange Commission on Thursday (June 6) that it had purchased $9 million principal amount of its 11¾% Series A senior subordinated discount debentures due 2009 (Ca/B-). The debentures were purchased from an institutional investor on June 4 at an average price of $250 per $1,000 bond, or $2.25 million total. After the purchase (along with a previous recent purchase), $95,036,493 of the debentures remain outstanding. Jordan will report an extraordinary gain after taxes of $6,880,571. The company said it does not anticipate making any further debenture purchases at this time, although it added that some of the company's directors, officers and/or shareholders may purchase some of the debentures. AS PREVIOUSLY ANNOUNCED, Jordan Industries, a Deerfield, Ill.-based diversified industrial company with interests in areas such as specialty plastics, motors and gears, flavor and fragrances, Internet services, automotive aftermarket, healthcare, and specialty printing and labeling, said in an SEC filing on May 30 that it had purchased $110 million principal amount of its $214,036,493 (original issue amount) of 11¾% debentures. The purchase took place on May 29, at an average price of $250 per $1,000 bond, or $27.5 million total. Jordan said the debentures had been purchased from an institutional investor. It said that after the purchase $104,036,493 of the debentures would be outstanding. The company will report an extraordinary gain after taxes from the transaction of $82,711,167. Jordan said it does not anticipate making any further debenture purchases at this time; however, it noted that some of the company's directors, officers and/or shareholders might purchase some of the debentures at prices "commensurate to or above that of the Company."

AmeriCredit tendering for 9¼% '04 notes

AmeriCredit Corp. (ACF) (Ba1/BB-) said on Wednesday (June 5) that it would begin a tender offer for all of its outstanding 9¼% senior notes due 2004, and a related solicitation of noteholder consents to proposed indenture changes. The Fort Worth, Tex.-based auto finance company said the consent solicitation period would expire at 5 p.m. ET on June 19, and the tender offer would expire at 12 midnight ET on July 3, both deadlines subject to possible extension. Noteholders who validly tender their notes and deliver consents to the proposed amendments by the consent date will receive total consideration of $1,023.13 per $1,000 principal amount of notes, including a $20 per $1,000 principal amount consent payment. The proposed amendments the company is seeking consents for would eliminate substantially all of the restrictive covenants and certain events of default from the indentures governing the notes. Holders tendering their notes will be required to consent to the proposed amendments, and holders consenting to the proposed amendments will be required to tender their notes. Holders who validly tender their notes after the consent date will only receive tender consideration of $1,003.13 per $1,000 principal amount and will not receive the consent payment. AmeriCredit currently plans to redeem any notes which are not tendered under its offer at a redemption price of $1,023.13 per $1,000 principal amount, in accordance with the terms and conditions of the indentures governing the notes. The company intends to fund the tender offer with the net proceeds from its proposed issuance of $300 million aggregate principal amount of notes (the company separately announced the planned Rule 144A issuance on June 5). The tender offer is conditioned upon the completion of the proposed sale of the notes and other general conditions. Bear, Stearns & Co. Inc. is acting as Dealer Manager for the tender offer and Solicitation Agent for the consent solicitation (call the Bear Stearns Global Liability Management Group at 877 696-2327). D.F. King & Co., Inc. (call 800 431-9642) is the information agent.

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