KING PHARMACEUTICALS, INC. (KG) (BB-) said Monday (Dec. 10) that it had set the price it will pay for its 10¾% senior subordinated notes due 2009 under its previously announced tender offer and related consent solicitation. It set the tender offer consideration at $1,167.04 per $1,000 principal amount, and set total consideration (payable to those holders who tendered their notes before the now-expired Nov. 27 consent deadline) at $1,187.04 per $1,000 principal amount (including the previously announced consent payment). All holders will also receive accrued interest. AS PREVIOUSLY ANNOUNCED, King Pharmaceuticals, a Bristol, Tenn.-based pharmaceuticals maker, said Nov. 9 that it had begun a cash tender offer for all of its $96.382 million of outstanding 10¾% notes. The tender offer will expire at 9:00 a.m. ET on Dec. 12, 2001, subject to possible extension. King said it would set the price at which it will purchase the notes three business days prior to the expiration date of the tender offer, based on a 75-basis point spread over the yield of the reference security, the 4.75% U.S. Treasury notes due Feb. 15, 2004, plus accrued and unpaid interest up to, but not including, the payment date. The purchase price would include a $20 per $1,000 principal amount consent payment for holders who validly consented to proposed indenture amendments eliminating certain restrictive provisions by tendering their notes by the now-passed Nov. 27 consent deadline. Payment for validly tendered notes is expected to be made promptly following the expiration of the tender offer. The company said on Nov. 28 that it had received consents to proposed indenture changes from the holders of its notes. The proposed amendments were put into effect by a supplemental indenture executed after 5 p.m. ET on Nov. 27. It said that at that time, tendered notes might not be withdrawn and consents might not be revoked, except in certain limited circumstances. Although they were effective immediately upon execution, the amendments will only become operational on the first date on which King Pharmaceuticals accepts tendered notes for purchase and payment under the terms of its tender offer. If the proposed amendments become operational, each non-tendering holder will be bound by the amendments, even though that holder did not consent to the amendments. Completion of the tender offer and payment for the tendered notes are subject to the satisfaction or waiver of various conditions, which were not specified by the company. Credit Suisse First Boston Corp. (212 538-8474 or 800 820-1653) is acting as dealer manager in connection with the tender offer consent solicitation. The information agent is Georgeson Shareholder Communications (800 223-2064) is the information agent, while the depositary is The Bank of New York.

SINCLAIR BROADCAST GROUP INC. (SBGI) (B2/B) said on Monday (Dec. 10) that it has notified the trustee for its $300 million of 10% senior subordinated notes due 2005 that it will redeem the notes for the full aggregate principal amount, plus the associated call premium and accrued interest. The notes will be redeemed on Jan. 11, using the net proceeds of the company's new high yield note offering, plus available working capital (which may include a draw on Sinclair's bank credit facility). Sinclair simultaneously announced that it had completed the placement of $310 million of new 8.75% senior subordinated notes due 2011. AS PREVIOUSLY ANNOUNCED, Sinclair, a Baltimore-based broadcasting company said it would sell the new notes and intended to use the proceeds of the offering to redeem its existing 10% notes. It quoted syndicate sources on Nov. 29 as having heard that the company had sold $310 million of the new 10-year bonds via an underwriting group led by joint book-running managers Deutsche Banc Alex.Brown and J.P. Morgan Chase.

PEGASUS SATELLITE COMMUNICATIONS INC. (B3/CCC+) said Monday (Dec. 10) that it will sell $250 million of nine-year Rule 144A senior notes this week, and will use a portion of the new proceeds of the note sale to redeem the existing $85 million of 12% senior subordinated notes due 2005 which had been issued by PEGASUS MEDIA & COMMUNICATIONS INC. (B3/CCC+). Both companies are subsidiaries of PEGASUS COMMUNICATIONS CORP. (PGTV), a Bala Cynwyd, Pa.-based television station operator and satellite broadcaster. The company did not lay out a timetable for the anticipated redemption of the Pegasus Media notes. Besides the redemption of the notes, portions of the new note issue are expected to be used to retire Pegasus Satellite's interim credit facility, repay Pegasus Media's bank debt and for general corporate purposes.

WHX CORP. (WHX) (Caa3/CCC+) said Monday (Dec. 10) that it had modified the terms of a proposed amendment to the indenture governing its 10½% senior notes due 2005, for which the company is currently tendering under a previously announced "modified dutch auction" and related consent solicitation. Under terms of the modification, the amount of additional restricted payments following Jan. 1, 2002 that would have been allowed by the proposed amendment would be reduced to $25 million from the originally announced $40 million (which amount may not be used to pay any dividends on account of WHX's common stock). Additionally, the proposed amendment to the indenture covenant concerning the issuance of indebtedness and issuance of preferred stock is withdrawn, so that no change would be made to the covenant. All other terms and conditions of the tender offer and consent solicitation are unchanged. AS PREVIOUSLY ANNOUNCED, WHX said Nov. 19 that it had begun a "modified dutch auction" tender offer and consent solicitation for its outstanding 10½% notes. The offer will expire at midnight ET on Dec. 17, subject to possible extension, and tendered notes related consents may be withdrawn at any time at or prior to the expiration date. WHX, a New York-based metals producer with interests in diversified manufacturing and racetrack gaming, is offering to purchase for cash $123 million in principal amount of the outstanding notes at a purchase price of between $470 and $530 per $1,000 principal amount, plus accrued interest. The exact price is to be determined under the "modified dutch auction" procedure, with noteholders indicating at what price within the proposed range that they would be willing to participate. WHX will select a purchase price (i.e., the single lowest price specified by tendering holders within that price range which would enable it to purchase $123 million in principal amount of the notes). It will pay to all holders whose tenders are accepted the same purchase price for their notes, even if that price is higher than the tender price specified the holder. If the total principal amount of notes tendered at or below the purchase Price exceeds $123 million, all notes tendered at prices below the purchase price will be accepted, and then acceptances of notes tendered at the purchase price will be allocated on a pro-rata basis. WHX also said that it was soliciting noteholder consents to proposed indenture amendments which modify certain covenants. It said there would be no separate consent payment. Consents may not be delivered without tendering notes, and a tender of notes will be considered to be a concurrent delivery of a consent to the proposed indenture changes. WHX's obligation to accept for purchase and to pay for validly tendered notes is subject to various conditions, including the valid tender prior to the expiration date of at least a majority of the outstanding notes; the receipt of the requisite number of duly executed consents, not subsequently revoked, representing at least a majority of the outstanding notes, and the execution of a supplemental indenture incorporating the proposed amendments; the closing of the concurrently announced $105 million sale of WHX's 50% interest in Wheeling Downs Racing Association Inc. and the receipt by the company's wholly owned WHX Entertainment Corp. subsidiary of the proceeds from that transaction (the tender offer and consent solicitation will be financed from the proceeds of the Wheeling Downs transaction) and the satisfaction of certain other general conditions. Credit Suisse First Boston Corporation (800 237-5022, ext. 7675 or collect at 310 282-7675) is the Dealer Manager and Solicitation Agent; the information agent is Innisfree M & A Inc. (call toll-free at 888 750-5834; banks and brokers call collect at 212 750-5833) and Bank One, NA is the Depositary.

NETIA HOLDINGS S.A. (NTIA) (Ca/CCC) said Monday (Dec. 10) that its previously announced tender offer for several series of dollar- and euro-denominated notes had expired without the minimum tender level conditions being satisfied. Accordingly, the company announced that it will not accept for purchase any of the notes tendered or accept the consents that it received pursuant to the consent solicitations it was conducting, and it promptly return all of the notes which were tendered. AS PREVIOUSLY ANNOUNCED, Netia, a Warsaw-based provider of wireline telecommunications services in Poland, said on Nov. 8 that it had begun "modified Dutch auction" tender offers for a portion of its outstanding senior notes. The company offered to purchase up to 85% of the dollar-denominated 10¼% senior notes and 11¼% senior discount notes, and the deutschemark-denominated 11% senior discount notes, all due 2007, issued by its wholly owned NETIA HOLDINGS BV subsidiary, and up to 85% of the dollar-denominated 13 1/8% senior notes due 2009 and the euro-denominated 13½% senior notes due 2009 and 13¾% senior notes due 2010 issued by its wholly owned NETIA HOLDINGS II BV subsidiary. It said it would buy the notes at a price to be determined, which for each class of notes will be in a range of between 110 and 140 per 1,000 principal amount of the particular currency in which each series of notes is denominated. It said the tender offer would be financed from Netia's cash on hand, and would expire at 5:00 p.m. ET on Dec. 7, subject to possible extension. Netia said that under the "modified dutch auction" procedure, Netia it would accept tenders for each series of notes in the order of the lowest to the highest tender prices specified by tendering holders within the applicable price range for the series of notes. It would select as its purchase price the single lowest price for each series that would enable Netia to purchase an amount of notes equal to the amount of funds that would let Netia buy 85% of that series at the lowest price in each of the above-mentioned price ranges. Netia would then pay the same purchase price for all validly tendered notes of a given series at or below that purchase price (subject to proration in the case of tenders at the purchase price), even if that price is higher than the price specified by the tendering holder. Netia's obligation to accept for purchase and to pay for the notes under each tender offer would be subject to conditions including the valid tender (not subsequently withdrawn) of a majority in aggregate principal amount of the applicable series of notes; the valid tender of notes in an aggregate principal amount at maturity of at least 65% of the total aggregate principal amount (or principal amount at maturity, in the case of the two series of discount notes) of all notes outstanding, regardless of series; execution of a supplemental indenture incorporating proposed amendments, following the receipt of consents from the holders of a majority amount of such series of notes; and the tender offer conditions for each series of notes being satisfied or waived. Netia said that besides the tender offers, it was soliciting noteholder consents to proposed amendments in the indentures governing each series of notes which would eliminate or modify certain negative covenants and other provisions, thus giving the company increased flexibility in managing its ongoing capital requirements. Netia said the tender of notes pursuant to the tender offer would be deemed to constitute granting consent. It said that holders properly tendering their notes (and thereby validly delivering consents to the indenture changes) by the consent deadline of Nov. 23 and whose notes are accepted for purchase would receive a consent payment of $10 per $1,000 principal amount (or principal amount at maturity), DM10 per DM 1,000 principal amount (or principal amount at maturity) and €10 per €1,000 principal amount as part of their consideration for the notes, as the case may be. Netia also announced that it did not intend to make the scheduled Dec. 15 interest payment on its dollar-denominated and euro-denominated notes due 2009. It said that it intended to set a new special record date for determining the holders of notes entitled to such interest payments following the consummation of the tender offer and a subsequent special payment date for the payments of such interest. Netia said it expected that these new special record and interest payment dates would be subsequent to the consummation or the termination of the tender offers for the notes. Accordingly, it said that holders of those notes whose notes are tendered and accepted for purchase in the tender offer would not receive the Dec. 15 interest payment. Netia said that it intended to make the Dec. 15 interest payment on the euro-denominated notes due 2010 to holders of record as of Dec. 1. It would make this payment using the proceeds of securities deposited with the trustee in an investment account established in connection with the offering of the notes. The price that the Netia was offering to pay for those notes in the tender offer included this interest payment. Netia said on Nov. 26 that as of the now-expired consent deadline of 5 p.m. ET on Nov. 23, it had not received tenders for a majority of each series of notes which the company was offering to purchase. It gave no breakdown on the amount of notes from each series - if any - which were tendered by their holders by the deadline. The company confirmed that the tender offers and consent solicitations for the various classes of notes remain open, but said that noteholders tendering their notes after the consent deadline expiration would not be eligible to receive consent payments as part of their total consideration for the notes. Merrill Lynch International and Merrill Lynch & Co. (201 671-3507 or in Europe, 44 207 995-8903) together acted as the dealer manager for the tender offers and the solicitation agent for the solicitation of consents. D.F. King & Co. (Europe) (44 207 920-9700) and D.F. King Ltd. (US) Co. (800 758-5880) was the information agent. State Street Bank and Trust Co. was is the depositary in connection with the tender.

McLEODUSA INC. (MCLD) (Ca/C) said Friday (Dec. 7) that it had filed documentation with the Securities and Exchange Commission on its planned debt exchange offer and related consent solicitation, which is being undertaken as part of the company's comprehensive restructuring. It said the offering memorandum and supporting documents will be distributed to all of its bondholders and will be available for information purposes via the EDGAR on-line SEC filing system. McLeodUSA also said that it has been contacted by an Informal Committee of Bondholders, and has initiated discussion with the committee and its advisors with an eye toward effecting the recapitalization. It said that at the committee's request, McLeodUSA canceled the bondholder conference call that had been scheduled for Tuesday (Dec. 11). McLeodUSA also said it expects to complete the recapitalization transaction during the first or second quarter of 2002. AS PREVIOUSLY ANNOUNCED, McLeodUSA, a Cedar Rapids, Iowa-based telecommunications company said on Dec. 3 that it would undertake a comprehensive recapitalization and financial restructuring plan, which includes an exchange offer for the company's $2.935 billion of outstanding bond debt. Under terms of the company's restructuring, it will offer the bondholders at least $560 million of cash, plus about 14% of the new common stock of the revamped company. $535 million of the cash payment will be funded from the net proceeds of the planned sale of McLeodUSA's telephone directory business to Forstmann, Little & Co., and the remaining $25 million will come from a new equity investment by Forstmann Little. McLeodUSA said it would seek a requisite 95% of bondholder acceptances of the exchange offer. It may pursue its restructuring via a pre-packaged Chapter 11 filing. McLeod said the elimination of the bond debt would save the company some $300 million in annual interest expense. It set forth no timetable for the prospective bond exchange offer and the related restructuring.

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