Boyd Gaming redeems remaining 9½% '07 notes

Boyd Gaming Corp. (B1/B+) said on Wednesday (Jan. 29) that it completed its previously announced redemption of all the approximately $115 million of its 9½% senior subordinated notes due 2007 which had remained outstanding following the completion earlier this month of a tender offer for the notes under which approximately $135 million of the notes had been bought back by the company.

The redemption took place as scheduled on Wednesday. The redemption price included the payment of a $47.50 premium over par per $1,000 principal amount as well as accrued and unpaid interest.

State Street Bank and Trust Co. in Boston was the paying agent for the redemption.

Lehman Brothers (call Rad Antonov at 212 528-7581 or toll-free at 800 438-3242) and Deutsche Bank Securities served as the dealer managers for the tender offer. D.F. King & Co., Inc. (call 800 628-8510) was the information agent.

AS PREVIOUSLY ANNOUNCED: Boyd Gaming, a Las Vegas-based gaming company, said on Dec. 12 that it planned to commence a cash tender offer to purchase all of its outstanding $250 million of 9½% notes and set 5 p.m. ET on Jan. 14, 2003 as the expiration for the tender offer, and 5 p.m. ET on Dec. 30 as the early tender deadline, both subject to possible extension.

Boyd said that under the terms of the proposed offer, the total consideration to be paid for each note validly tendered by the early tender deadline and accepted for payment would be $1,047.50 per $1,000 principal amount of notes tendered, plus accrued and unpaid interest. The total consideration would include an early tender premium of $10 per $1,000 principal amount where applicable. Holders tendering notes after the early tender deadline had passed but prior to the expiration of the tender offer would receive $1,037.50 per $1,000 principal amount of notes validly tendered and accepted for payment, plus accrued and unpaid interest.

It said that tenders of notes made prior to the Dec. 30 early tender deadline could not be validly withdrawn or revoked, unless Boyd were to reduce the tender offer consideration or the principal amount of notes subject to the tender offer or would be otherwise required by law to permit withdrawal. Tenders of notes made after the early tender deadline could be validly withdrawn at any time until the expiration deadline.

Boyd said that the tender offer would be conditioned upon the consummation of its proposed issuance of senior subordinated notes due 2012 (Boyd concurrently announced plans to sell $300 million of the notes), regulatory approvals and certain other conditions.

It said that it planned to call for redemption any 9½% notes remaining outstanding after completion of the tender offer, in accordance with the notes' indenture. The redemption, at the applicable price of $1,047.50 per $1,000.00 of principal amount, plus interest accrued and unpaid to the redemption date, would take place as soon as practicable upon consummation of Boyd's proposed issuance of its new senior subordinated notes due 2012.

On Dec. 13, Boyd Gaming was heard by high yield syndicate sources to have sold $300 million of the new 7¾% senior subordinated notes due 2012, proceeds of which were slated to be used to fund the tender offer.

On Dec. 16, Boyd said that it had begun a cash tender offer to purchase all of its outstanding 9½% notes under the previously announced terms.

Boyd said on Dec. 30 that it had notified the trustee for its 9½% notes that, as previously announced, it would redeem in full any and all notes still outstanding following the expected completion of the tender offer.

Boyd said that the redemption of any remaining notes would take place on Jan. 29, at a redemption price of $1,047.50 per $1,000 principal amount of notes, plus accrued and unpaid interest up to the redemption date. The company said that the redemption would be funded from the net proceeds from Boyd's recently completed private placement of $300 million new 7¾% senior subordinated notes due 2012.

The company said that State Street Bank and Trust Co. in Boston would be the paying agent for the redemption. It said a notice of redemption containing information required by the terms of the indenture governing the 9½% notes would be mailed to noteholders.

On Jan. 15, Boyd said that it had completed tender offer for the 9½% notes, which expired as scheduled at 5 p.m. ET on Jan. 14 without extension.

Boyd said that as of that deadline, it had accepted for purchase $134.769 million of the notes (approximately 54%), of the $250 million outstanding principal amount.

Boyd noted that as previously announced, it had called any remaining outstanding 9 ½% notes, with redemption scheduled for Jan. 29, but it also said that "from time to time," it might acquire notes through open market purchases, privately negotiated transactions or otherwise.

Premcor sells bonds, proceeds to redeem and repay debt; calls 11½% '09 debentures

Premcor Inc. (Ba3/BB-) said on Tuesday (Jan. 28) that it had sold $525 million of new debt in a two-part sale, upsized from the originally anticipated $400 million. The company plans to use a portion of the total proceeds from the bond sale and from a recent sale of common shares to redeem currently outstanding bond debt.

Premcor separately announced that its Premcor USA Inc. subsidiary gave notice last Friday (Jan. 24) that it is calling for redemption its 11½% subordinated exchange debentures due 2009. The debentures will be redeemed on Feb. 24 and will include a call premium of 5.75% over par. There is currently $40.1 million in principal amount of the debentures outstanding.

AS PREVIOUSLY ANNOUNCED: Premcor, a Greenwich, Conn.-based petroleum refiner and marketer, said in a filing with the Securities and Exchange Commission on Jan. 10 that it planned to issue $251 million of new stock, while its Premcor Refining Group subsidiary would issue $400 million of new senior debt notes due in 2010 and 2013.

Premcor said it would use $42.4 million of the proceeds to redeem all of the outstanding Premcor USA 11½% debentures, which are currently redeemable at 105.75% of their face value (i.e. $1,057.50 per $1,000 principal amount).

The company also plans to repay all $240 million principal amount of the outstanding floating-rate notes scheduled to mature this year and in 2004, which were issued by Premcor Refining Group. Those notes can be repaid any time at their par value.

In addition to the note repayments, Premcor said that it would use approximately $315 million of the $650 million total expected proceeds from the sale of the securities to pay for its purchase of a refinery in Memphis, Tenn. and related assets from The Williams Cos., would use $16.6 million for general corporate purposes, and $36 million for fees and expenses.

The company further said that neither the consummation of the stock offering nor the consummation of the debt financing would be contingent on the other or on the completion of the Memphis refinery acquisition. It said that it would retain "broad discretion" as to the use of the net proceeds currently allocated to the Memphis refinery acquisition if that transaction were not to be completed.

On Jan. 13, Premcor said that it planned to sell 11.5 million shares of its common stock with an indicative price of $21.85 per share for total net proceeds of approximately $251 million; the company said it would use a portion of the total proceeds from the stock sale and an upcoming issue of new bonds to redeem outstanding bond debt.

On Jan. 23, Premcor said that it had sold 12.5 million shares at $20 each in its previously announced stock sale. The company estimated that it would receive net proceeds of $239 million from the sale.

Arch Wireless redeeming another $10 million 10% '07 notes

Arch Wireless, Inc. said on Tuesday (Jan. 28) that its wholly owned subsidiary, Arch Wireless Holdings, Inc., plans to redeem $10 million principal amount of the company's 10% senior subordinated secured notes due 2007. The redemption, at par value, will take place on Feb. 28. Arch has notified the notes' trustee, The Bank of New York, of its intentions.

The redemption is the latest in a series of such transactions which have taken place since the bonds were issued last May 29. When completed, it will bring the amount of outstanding 10% notes down to $100 million from $110 million currently.

AS PREVIOUSLY ANNOUNCED, Arch Wireless - a Westborough, Mass.-based provider of wireless messaging and mobile information services - said on May 29 that its First Amended Joint Plan of Reorganization, which had been confirmed by the U.S. Bankruptcy Court for the Western Division of Massachusetts on May 15, officially became effective, thus marking the formal emergence from Chapter 11 of Arch and its subsidiaries. As part of that reorganization, Arch Wireless Holdings issued $200 million principal amount of new 10% notes and $100 million principal amount of new 12% subordinated secured compounding notes due 2009, while the parent company issued 20 million shares of new common stock. The new shares and notes were issued in full satisfaction, release, discharge and cancellation of all claims against Arch and its subsidiaries based on transactions or occurrences prior to Dec. 6, 2001. All previously outstanding equity securities, including common stock and preferred stock, and all options and other rights to acquire Arch securities were cancelled.

On July 8, Arch Wireless said that Arch Wireless Holdings had given notice of its intention to redeem $10 million principal amount of its 10% notes. Arch said that it expected to redeem the notes on July 31. It said the redemption transaction would be handled by the notes' trustee, The Bank of New York. Arch said that under terms of the notes' indenture, only holders of record as of July 16 would be entitled to receive cash distributions in connection with the redemption. Arch warned that creditors that had not yet tendered their letters of transmittal to The Bank New York in accordance with Arch's Joint Plan of Reorganization would not receive a cash distribution in connection with the redemption, unless their letter of transmittal were to be received by the exchange agent by July 15. Accordingly, Arch said it "strongly" urged all such creditors to submit their transmittal letters prior to July 15. Arch said that early redemption of that portion of the 10% notes - this in addition to recent exchange transactions undertaken as part of its overall financial reorganization - would further lower the company's interest expense and generate greater financial flexibility.

On July 31, Arch Wireless said that its subsidiary had completed the previously announced redemption, at par value, of $10 million of 10% notes, plus accrued interest. It said that with the redemption, Arch now had $190 million principal amount of the 10% notes outstanding, and said that it had given The Bank of New York notice of its intention to redeem another $15 million of the notes on Aug. 30. Only holders of record as of Aug. 15 could participate in the transaction. Arch said that creditors that had not yet tendered their letters of transmittal to The Bank New York would not be eligible to receive a cash distribution in connection with the Aug. 30 redemption unless such letters of transmittal had been received by the exchange agent by Aug. 14.

On Aug. 30, Arch Wireless said that its subsidiary had completed the previously announced redemption, at par value, of $15 million of its 10% notes, plus accrued interest. It said that with the redemption, the second in recent weeks, Arch now had $175 million principal amount of the 10% notes outstanding, and said that it had given The Bank of New York notice of its intention to redeem another $15 million of the notes on Sept. 30. Only holders of record as of Sept. 16 could participate in the transaction.

On Sept. 30, Arch said that its subsidiary had completed the previously announced redemption, at par value, of $15 million of its 10% notes, plus accrued interest. It said that with the redemption, the third in recent weeks, Arch now had $160 million principal amount of the 10% notes outstanding, having redeemed a total of $40 million of the $200 million of the notes that were originally issued. Arch did not at that time announce plans for a further redemption of the notes.

On Nov. 2, Arch said that its subsidiary had notified The Bank of New York, as trustee, of its intention to redeem, at par value, another $35 million principal amount of the 10% notes on Dec. 31, with a record date for the transaction of Dec. 16.

Arch also disclosed that the company had completed a mandatory redemption payment of $15 million, plus accrued interest, on Nov. 15, bringing the amount of the remaining outstanding notes down to $145 million from $160 million previously. It said that upon the completion of the planned $35 million redemption on Dec. 31, Arch will have redeemed $90 million of the $200 million of the bonds which were originally issued on May 29, after Arch's financial restructuring was completed. The $90 million would include the $35 million being redeemed on Dec. 31, the $15 million November redemption and the $40 million total redeemed in three separate previously announced transactions which took place in July, August and September. Following the Dec. 31 redemption, Arch said it would have $110 million of the notes remaining outstanding.

On Dec. 31, Arch said that its subsidiary had completed the previously announced redemption of $35 million of the 10% notes, bringing the amount of notes redeemed since the bonds were issued up to $90 million, and bringing the amount still outstanding down to $110 million.

Sierra Pacific issuing shares for FRN '03 debt

Sierra Pacific Resources Corp. said on Friday (Jan. 24) that it has entered into agreements to acquire $8.75 million aggregate principal amount of its floating rate notes coming due on April 20, in exchange for 1,295,211 shares of its common stock.

The Las Vegas-based utility operator said the exchange would take place in two privately negotiated transactions. The shares are being issued by the company in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended.

Sierra Pacific said it would continue to review other opportunities that may arise "from time to time" to reduce its indebtedness and interest expense, taking into account its current liquidity and prospects for future access to the capital markets. It said it might acquire other outstanding securities either in exchange for common stock or for a combination of cash and shares, either in pen market purchases and/or privately negotiated transactions.

Liberty Group to issue shares to fund 11 5/8% '09 notes tender

Liberty Group Publishing Inc. said on Jan. 21 that it would issue an as yet unspecified number of shares, using the proceeds of the stock sale to repay outstanding bond debt.

Liberty, a Northbrook, Ill.-based newspaper publisher, said in an amended S-2 registration statement filing with the Securities and exchange Commission that it would use the proceeds to, among other purposes, finance a tender offer for its $85.716 million of currently outstanding 11 5/8% senior discount debentures due 2009.

It will also use proceeds to mount an exchange offer for its $88.587 million of currently outstanding 14¾% Series A senior redeemable exchangeable cumulative preferred stock , as well as paying down its existing term loan debt.

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