LodgeNet Entertainment gets requisite consents for 10¼% '06 notes

New York, June 12 - LodgeNet Entertainment Corp. (B1) said it had received the requisite number of consents to proposed indenture changes from the holders of its 10¼% senior notes due 2006, as part of its previously announced tender offer for the notes, and related consent solicitation.

The company said that as of the now-expired consent deadline of 5 p.m. ET on June 11, holders of approximately 79% of the outstanding notes had tendered their notes and delivered consents to the indenture changes.

LodgeNet intends to enter into a supplemental indenture that would put into effect the proposed amendments; however, these would not become operative unless and until the notes are accepted and paid for under the terms of the tender offer.

As previously announced, LodgeNet, a Sioux Falls, S.D. provider of interactive television and internet access services to the lodging industry in the U.S., Canada and internationally, said on June 3 it had begun the cash tender offer and consent solicitation for all its $150 million outstanding principal amount of 10¼% notes.

The company set the now-expired consent deadline of 5 p.m. ET on June 11, and said the offer would expire at 12 midnight ET on June 30, subject to possible extension.

It said that total consideration to be paid for notes which are validly tendered and not withdrawn would be $1,026.88 per $1,000 principal amount of notes tendered, plus accrued interest up to, but not including, the date of payment.

That total consideration would include a $20 per $1,000 principal amount consent payment for those holders tendering their notes and validly delivering their consents to proposed indenture amendments prior to the consent date.

The company is seeking holder consent to indenture amendments that, among other things, would eliminate substantially all the restrictive covenants and would amend certain other indenture provisions, including reduction of the notice period necessary for a redemption of the notes to three business days from 30 calendar days.

It said that adoption of the proposed amendments would require the consent of the holders of at least a majority of the principal amount of the notes outstanding, a condition which has now been fulfilled. Holders tendering their notes would be required to also consent to the proposed amendments, and holders may not deliver consents without also tendering their notes.

Holders tendering their notes after the consent date will receive the total consideration minus the $20 consent payment, $1,006.88 per $1,000 principal amount, plus accrued interest.

Notes validly tendered prior to the consent date may not be withdrawn and consents may not be revoked after the consent date. Notes tendered after the consent date may be withdrawn at any time before the expiration date of the tender offer.

The tender offer is subject to, among other things, the now-fulfilled condition of receipt of consents necessary to adopt the proposed amendments. It is also subject to the completion by LodgeNet of certain related financing transactions (LodgeNet separately but concurrently announced that it plans to sell up to $185 million of senior subordinated notes pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission; LodgeNet expects to use substantially all of the net proceeds of the offering to repay outstanding indebtedness).

Bear, Stearns & Co. Inc. is acting as the exclusive dealer manager and solicitation agent for the tender offer and the consent solicitation (call the Global Liability Management Group at 877- 696-2327 with any questions about the offer or the solicitation). D. F. King & Co., Inc. will be the information agent for the offer (call 212-269-5550 with any requests for documentation). The depositary for the tender offer is HSBC Bank USA.

Rogers Communications calls 8 7/8% '07 senior notes, using equity proceeds

New York, June 12 - Rogers Communications Inc. called its 8 7/8% senior notes due 2007 for redemption on July 17 at a redemption price of 102.958% of the aggregate principal amount.

Rogers said that it had successfully completed its previously announced issuance of 12,722,647 Class B non-voting shares, with the shares sold on a bought deal basis at a price of C$19.65 per share, for net proceeds after expenses of approximately C$240 million, which will be used, along with other available funds, to redeem the 8 7/8% notes.

As previously announced, Rogers, a Toronto-based telecommunications, cable and broadcasting operator, said on May 28 that it would redeem the remaining outstanding US$205.4 million aggregate principal amount of its 8 7/8% notes, using the proceeds from the equity offering plus other available funds.

NVR to redeem 8% notes

New York, June 12 - NVR, Inc. said it intends to redeem its 8% senior notes due 2005 on July 14 at a price of 104 plus accured interest.

The McLean, Va. homebuilder will use proceeds from its offering of $200 million 5% senior notes due 2010 to fund the redemption.

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