Early tender deadline expires in Liberty's offer for Telewest notes

Liberty TWSTY Bonds Inc. said on Thursday (June 27) that the early tender deadline of its previously announced tender offer for Telewest Communications plc's (Caa3/BB-) publicly issued bonds expired as scheduled at 5 p.m. ET on June 26 without extension. Liberty TWSTY Bonds said that as of that deadline, holders had tendered $72.22 million of the $300 million outstanding principal amount of 9 5/8% senior debentures due 2006; $48.22 million of the $350 million outstanding principal amount of 11¼% senior notes due 2008; $14.06 million of the $350 million outstanding principal amount of 9 7/8% senior notes due 2010; $315.73 million of the $1.536 billion outstanding principal amount at maturity of 11% senior discount debentures due 2007; $88.16 million of the $500 million outstanding principal amount at maturity of 9¼% senior discount notes due 2009; $23.49 million of the $450 million outstanding principal amount at maturity of 11 3/8% senior discount notes due 2010; £46.43 million of the £180 million outstanding principal amount 9 7/8% sterling senior notes due 2010; and £35.09 million of the £325 million outstanding principal amount at maturity of the 9 7/8% sterling senior discount notes due 2009. Liberty TWSTY Bonds said that assuming the tender offer is consummated, those holders will receive the early tender payment as part of their compensation for securities accepted for purchase, as previously outlined. It said that withdrawal rights now have been terminated, and notes and debentures tendered at any time after the early tender payment may not be withdrawn. Liberty TWSTY further said that it beneficially owns $472 million total aggregate principal amount of notes and debentures of the various series being sought in the offer (using an exchange rate of US $1.52 per £1). $210 million of those bonds were purchased on Wednesday (June 26) in two privately negotiated transactions, at prices below the purchase prices for those series being offered in the tender offer. AS PREVIOUSLY ANNOUNCED, Liberty Media Corp. (Baa3/BBB-), an Englewood, Colo.-based company with interests in a broad range of video programming, broadband distribution, interactive technology services and communications businesses both in the U.S. and abroad, said on June 12 that it would begin a tender offer for the notes and debentures of London-based U.K. cable television and broadband operator Telewest Communications plc through its wholly owned Liberty TWSTY Bonds subsidiary. It said the tender offer would expire at 5 p.m. ET on July 11. It also set an early tender deadline of 5 p.m. ET on June 26, with holders tendering their bonds by that early deadline eligible to receive an additional payment of $30 per $1,000 principal amount of notes held or £30 per £1,000 principal amount as part of their consideration, depending on whether the bond in question is denominated in dollars or sterling. Both deadlines would be subject to possible extension. Liberty TWSTY said it would purchase A) up to $300 million principal amount of Telewest's 9 5/8% senior debentures due 2006 for a total price of $60 million, offering noteholders tender offer consideration of $410 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $440 per $1,000 principal amount. It would purchase B) up to $350 million principal amount of Telewest's 11¼% senior notes due 2008 for a total price of $70 million, offering noteholders tender offer consideration of $420 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $450 per $1,000 principal amount. It would purchase C) up to $350 million principal amount of Telewest's 9 7/8% senior notes due 2010 for a total price of $70 million, offering noteholders tender offer consideration of $415 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $445 per $1,000 principal amount. It would purchase D) up to $1.536 billion principal amount of Telewest's 11% senior discount debentures due 2007 for a total price of $307.3 million, offering noteholders tender offer consideration of $420 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $450 per $1,000 principal amount. It would purchase E) up to $500 million principal amount of Telewest's 9¼% senior discount notes due 2009 for a total price of $100 million, offering noteholders tender offer consideration of $332.50 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $362.50 per $1,000 principal amount. It would purchase F) up to $450 million principal amount of Telewest's 11 3/8% senior discount notes due 2010 for a total price of $90 million, offering noteholders tender offer consideration of $292.50 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $322.50 per $1,000 principal amount. It would purchase G) up to £180 million principal amount of Telewest's 9 7/8% sterling-denominated senior notes due 2010 for a total price of £36 million, offering noteholders tender offer consideration of £415 per £1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, £445 per £1,000 principal amount. And it would purchase H) up to £325 million principal amount of Telewest's 9 7/8% sterling-denominated senior discount notes due 2009 for a total price of £60 million, offering noteholders tender offer consideration of £328.75 per £1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, £358.75 per £1,000 principal amount. . In addition, Liberty TWSTY Bonds will pay to all holders the accrued and unpaid interest on the principal amount of all tendered Telewest notes and debentures up to, but not including, the payment date. Liberty said that if the total amount of any series of securities that is validly tendered and not withdrawn by the expiration deadline exceeds the total offer amount for that series, then Liberty TWSTY Bonds would accept securities of that series for payment on a pro- rata basis. It said that the tender offer would be contingent upon, among other things, 20% of the aggregate principal amount of all of the outstanding securities subject to the offer having been validly tendered and not subsequently withdrawn by the tender offer expiration deadline. On June 17, a committee representing a majority of the holders of all of Telewest's publicly issued bonds said in a statement that it was skeptical that the consummation of the previously announced proposed tender offer by Liberty TWSTY Bonds would facilitate a restructuring or other resolution of Telewest's debt problems in the best interests of bondholders as a whole. The committee - which said it had approached Telewest's board concerning a debt restructuring - said it wanted to discuss "urgently" with both Liberty Media and with Telewest its own proposals for a restructuring of Telewest's publicly issued bonds. The group said that it was in the process of appointing financial advisers and said it had requested meetings with Telewest and Liberty Media that week. It further said that bondholders interested in joining or supporting the committee (which it said should not, at this stage, involve becoming restricted) should contact Andrew Wilkinson of Cadwalader Wickersham & Taft,(call 011 44 (0) 20 7170 8700) the legal advisers to the committee. On June 19, the Telewest bondholder's committee officially said that it was rejecting Liberty Media's offer for TWSTY's bonds, and that its members - which own more than 50% of Telewest's notes - said they will not participate in the offer. The members of the committee said in their statement that they consider acceptance of the Liberty tender offer to be "not in their best interests." The committee reiterated its desire to discuss with Liberty and Telewest its own proposals for a restructuring, and said that it was also asking for Liberty to disclose details of the restructuring plan which Liberty had stated, in its tender offer, that it intends to propose to Telewest. The committee retained UBS Warburg LLC as its financial advisor and, as previously announced, Cadwalader, Wickersham & Taft as its legal counsel. Meantime, Lehman Brothers Inc. (call Scott Macklin at 800 438-3242 or 212 528-7581) is the dealer manager for Liberty Media's tender offer and Mellon Investor Services LLC (call 888 788-1635) is the information agent and depositary for the offer.

Riverwood gets consents from 10 7/8% '08 and 10 5/8% '07 noteholders

Riverwood International Corp. (B2/B) said on Thursday (June 27) that it had received the requisite amount of noteholder consents to proposed indenture changes from the holders of its outstanding 10 7/8% senior subordinated notes due 2008 and its 10 5/8% senior notes due 2007 as of the close of business on Wednesday (June 26), as part of its previously announced tender offers for the notes. As of that deadline, Riverwood had received tenders of approximately $225.7 million of the $400 million outstanding principal amount of the 10 7/8% notes; it had received tenders of approximately $162.1 million of the $250 million outstanding principal amount of the 10 5/8% notes issued in July 1997 and approximately $128.6 million of the $250 million outstanding principal amount of the 10 5/8% notes issued in June 2001. Riverwood said that under the terms of the consent solicitations, each consent solicitation will formally expire at 5 p.m., ET on Friday (June 28), and that each holder validly consenting to the proposed amendments by that time would be eligible to receive a consent payment as part of the total compensation, as previously outlined. Riverwood and the trustee under each indenture intend to execute a supplemental indenture incorporating the indenture changes promptly after the applicable consent expiration date. AS PREVIOUSLY ANNOUNCED, Riverwood Holding, an Atlanta Ga.-based paperboard maker and the corporate parent of Riverwood International Corp., filed a registration statement with the Securities and Exchange Commission on May 3 for an initial public offering of $350 million of its common stock, and said it would also take out an additional term loan under its credit agreement and sell senior notes. Riverwood said the proceeds of the stock, bank loan and note sales would be used to repay its outstanding senior notes and senior subordinated notes and part of the borrowings on its revolving credit facility. Riverwood did not at that time disclose the size of the new term loan or the note offering, although the registration statement disclosed that the outstanding notes which it plans to redeem have a total principal amount of $900 million, consisting of $400 million 10 7/8% senior subordinated notes due 2008 and $500 million 10 5/8% senior notes due 2007. Riverwood also had $250 million of 10 ¼% senior notes due 2006 outstanding, which were to be redeemed on May 23, using the proceeds of a new $250 million term B loan drawn on April 23, along with $12 million drawn on the existing revolving credit facility (the new money borrowed totaled more than $250 million because of fees, costs and expenses). Riverwood did not disclose underwriters for the prospective note offering or the banks for the new loan. On May 30, Riverwood said that it had begun cash tender offers for all of its outstanding 10 7/8% and 10 5/8% notes (the latter consists of two separate tranches, one issued in July 1997 and the other in June 2001). The company also began soliciting noteholder consents to proposed amendments to the notes' indentures, which would eliminate substantially all of the restrictive covenants, certain repurchase rights and certain events of default and related provisions contained in such indenture. The company initially set 5 p.m. ET on June 14 as the consent solicitation deadline IF Riverwood has made a public announcement at least one day prior to that date that it has received the requisite consents for each such issue of notes; otherwise, the consent solicitation expiration would be on the first date after June 14 on which Riverwood will have received such consents the day before and will have made a public announcement regarding such receipt. It also set 12 midnight ET on June 26 as the tender offer expiration; the consent and expiration deadlines were subsequently extended. Riverwood set the tender offer consideration for validly tendered 2007 senior notes at $1,053.13 per $1,000 principal amount of the notes, and set it at $1,040.78 per $1,000 principal amount for the 2008 senior subordinated notes, with all holders also eligible to receive accrued and unpaid interest up to - but not including - the payment date for the notes. It said that noteholders who validly consent to the proposed amendments on or before the consent expiration deadline would be entitled to a consent payment in the amount of $2.50 per $1,000 principal amount. Holders tendering their notes on or before the consent expiration date are obligated to consent to the related proposed amendments, while holders consenting to the amendments are required to tender their notes in the related offer and may not revoke their consent without withdrawing the tendered notes. Holders tendering their notes after the applicable consent expiration date will not be entitled to receive the consent payment. Tendered notes may be withdrawn and related consents may be revoked at any time on or prior to the consent expiration date for the related offer, but not after that. Riverwood said that it is making a separate offer each issue of notes, and no offer is conditioned on the consummation of any other offer. Completion of each offer is subject to certain conditions, including (1) the consummation of the proposed initial public offering of common stock by Riverwood's corporate parent, Riverwood Holding Inc., and the consummation of certain other anticipated financing transactions, in each case on terms satisfactory to Riverwood, and (2) the receipt of the requisite consents to the proposed indenture amendments and the execution of the related supplemental indentures. On June 12, Riverwood said that it had extended the expiration and consent deadlines on the tender offers, as well as the related consent solicitations . The deadlines for the respective tender offers for the notes were extended to 5 p.m. ET on July 12, subject to possible further extension, from the originally announced deadline of 12 midnight ET on June 26. Each consent solicitation was meanwhile has been extended to 5 P.M. ET on June 28, subject to possible further extension, from 5 p.m. ET on June 14. Deutsche Bank Securities Inc. (call 212 469-7772) and J.P. Morgan Securities Inc. (call 800 831-2035) are the dealer managers for the tender offers and solicitation agents for the consent solicitations. MacKenzie Partners, Inc. (call 800 322-2885) is the information agent and State Street Bank and Trust Company is the depositary in connection with the offers and solicitations.

Clear Channel sets tender offer price for Ackerley Group 9% ' 09 notes

Clear Channel Communications Inc. (Baa3/BBB-) said on Wednesday (June 26) that it had set the total purchase price for The Ackerley Group Inc.'s (B3/BB+) outstanding 9% senior subordinated notes due 2009, under Clear Channel's previously announced tender offer and related solicitation of consents to proposed indenture changes. The price was set on June 26, based on the yield on the designated reference security at 2 p.m. ET that day. The total purchase price to be paid for each validly tendered and consented note is $1,129.28 per $1,000 principal amount of notes, plus accrued and unpaid interest up to, but not including, the payment date. The total purchase price includes the consent payment where applicable, as previously outlined. Payment for the notes and consent payments, if applicable, are expected to be made on July 3. AS PREVIOUSLY ANNOUNCED, Clear Channel, a San Antonio, Tex.-based radio and television broadcaster and outdoor advertising company, said on May 31 that it was beginning a cash tender offer for the $200 million of outstanding 9% senior subordinated notes due 2009 originally issued by The Ackerley Group Inc., a Seattle-based outdoor advertising firm with television and radio broadcasting interests. Clear Channel was also beginning a related solicitation of noteholder consents to proposed indenture amendments and a waiver of certain indenture provisions. The tender offer and consent solicitation followed the final approval by the Federal Communications Commission on May 30 of Clear Channel's proposed acquisition of Ackerley Group, under terms of an all-stock deal originally announced last October 5. Clear Channel set midnight ET on June 13 as the consent payment deadline, while the tender offer is scheduled to expire at 5 p.m. ET on June 28, with both deadlines subject to possible extension. Clear Channel said it planned to set the purchase price for validly tendered Ackerley notes on the second business day before the tender offer expires (the price was set on that date, June 26) . It said the price would be based upon a 75-basis point fixed spread over the yield on the reference security, the 3% U.S. Treasury Note due Jan. 31, 2004. The total purchase price would include a consent payment, equal to 2.5% per $1,000 principal amount of notes tendered (i.e., $25 per $1,000 principal amount) . Assuming the tendered notes are accepted for purchase, holders who tendered their notes by the consent payment deadline will receive the total purchase price, including the consent payment, while those tendering after the consent payment deadline but before the offer expires will only receive the total purchase price minus the consent payment. A holder cannot tender notes without delivering a corresponding consent to the indenture changes and the waiver, or vice versa. All tendering holders will also receive accrued but unpaid interest up to, but not including, the date of payment. Clear Channel asked the Ackerley noteholders to approve indenture amendments and the waiver of the indenture provisions (by tendering their notes by the consent payment deadline), with the amendments and the waiver described in detail in the official Offer to Purchase. It said they would be set forth in a second supplemental indenture, but would not become operative until the execution of that second supplemental indenture, which would follow the receipt of consents from holders of a majority of the outstanding notes. However while the amendments becoming operational is conditioned upon the valid tender and purchase of the notes under the terms of the tender offer, the waiver does not depend on the valid tender and purchase of the notes, but will become operative upon execution of the second supplemental indenture. It said once the consent payment deadline had passed and holders of a majority of the outstanding notes had tendered their notes and given their related consents, and notice that the notes had been tendered and the consents delivered had been given to the notes' indenture trustee, a holder may not withdraw his tender of notes and related consent. Clear Channel said the tender offer would be conditioned upon - among other things - (i) the receipt of valid and unrevoked consents from holders of a majority of the notes; (ii) the consummation of Clear Channel's merger with Ackerley Group; and (iii) the satisfaction of certain other terms and conditions, which are described in the official Offer to Purchase. On June 14, Clear Channel said that it had received sufficient consents to the desired indenture changes from the Ackerley noteholders. The consent solicitation period expired as scheduled at midnight ET on June 13 without extension. Clear Channel said only those holders who tendered their notes by the consent deadline would be eligible to receive the consent payment as part of their total purchase price, and added that they now could not withdraw their tenders and related consents. Salomon Smith Barney (call 800 558-3745) is the dealer manager for the tender offer and the consent solicitation; Mellon Investor Services LLC (call 888 509-7937) is the information agent.

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