Anchor Gaming sets consideration for 9 7/8% '08 note tender

Anchor Gaming (Ba3/BB) said on Thursday (July 11) that it had determined the purchase price for its previously announced tender offer for its outstanding 9 7/8% senior subordinated notes due 2008. The total consideration to be paid for each validly tendered note will be $1,185.57 per $1,000 principal amount of notes tendered, including a $30 per $1,000 principal amount consent payment, where applicable as previously outlined. Noteholders not eligible for the consent payment would receive compensation of $1,155.57 per $1,000 principal amount, with all noteholders to additionally receive accrued and unpaid interest.

AS PREVIOUSLY ANNOUNCED: Anchor Gaming, a Las Vegas-based maker of slot machines and other forms of gaming technology, was acquired last year by its Reno, Nev.-based rival, International Game Technology (Ba1/BBB-), in a deal which closed on Dec. 31, 2001, and which triggered a change-of-control offer to its bondholders to purchase all of its outstanding 9 7/8% notes at a price of 101% of the principal amount ($1,010 per $1,000 principal amount) plus accrued and unpaid interest up to the expiration of the order. Anchor said on Feb. 14 that it had completed its change-of- control offer to, but also said that as of the offer's expiration at 5 p.m. ET on Feb. 6, none of those notes had been tendered to the company under the offer, and no payments were made on the Feb. 11 payment date. Anchor's change-of-control offer had begun on Jan. 7, when details were sent to the noteholders, but no public announcement of the offer was made at the time the offer began. On May 14, IGT said in a Securities and Exchange Commission 10-Q filing that it had bought back a total of $42.2 million of notes during April, including $25 million face value of Anchor Gaming's 9 7/8% notes, which were purchased at an average price of 111.75. IGT also said that it had repurchased $17.2 million face value of its own 8 3/8% senior notes due 2009 at an average price of 105.

On June 17, Anchor Gaming said that it had begun a cash tender offer and consent solicitation for all of the remaining outstanding 9 7/8% notes (out of the $250 million originally sold in October, 2000).It said the tender offer would expire at 11:59 p.m. ET on July 15, while the consent solicitation portion would expire at 5 p.m. ET on June 28, with both deadlines subject to possible extension. The total consideration to be offered in the tender offer and the consent solicitation would be determined two business days prior to the expiration date of the tender offer (July 11, when the prices were, in fact, determined). The consideration would be based on a fixed 75-basis point spread over the yield to maturity on the reference security, the 6% U.S. Treasury Note due Aug. 15, 2004, plus accrued and unpaid interest. The total consideration would include a consent payment of $30 per $1,000 principal amount of the notes, to be payable only to noteholders tendering their notes and thus providing their consents to proposed indenture changes (which would eliminate substantially all restrictive covenants in the indenture) before the consent solicitation deadline. Anchor said noteholders could not tender their notes without delivering the consent and could not deliver a consent without tendering their notes. Holders tendering their notes after the consent solicitation expiration date will not be entitled to receive the consent payment as part of their consideration. Payment for validly tendered notes is expected to be made on the first business day following the expiration date of the offer (July 16 is the tentative settlement date). Anchor said the tender offer would be subject to certain conditions, including the valid tender of notes and delivery of consents by the holders of at least a majority of the outstanding notes.

On July 1, Anchor Gaming said that it had received consents to the proposed indenture changes from the holders of more than 99% of the outstanding 9 7/8% notes. The consent solicitation portion of the tender offer expired as scheduled at 5 p.m. ET on June 28, without extension. The company said that tendered notes could no longer be withdrawn and tendered consents could no longer be revoked, except as described in the official Offer to Purchase and Consent Solicitation. Anchor said that in conjunction with the notes' indenture trustee, it had executed and delivered a supplemental indenture incorporating the amendments. Those amendments will not become operative, however, unless and until Anchor accepts the notes for purchase under terms of the pending tender offer. If the amendments become operative, holders of all of the notes remaining outstanding will be bound by them.

Merrill Lynch, Pierce, Fenner and Smith Inc. (call 888 654-8637 or 212 449-4914) is the dealer manager and solicitation agent for the current tender offer and the consent solicitation. The information agent is D.F. King & Co, Inc. (call 800 431-9643 or 212 269-5550)

Court ruling on Liberty Media offer for Telewest notes is postponed

Liberty TWSTY Bonds Inc. said late Wednesday (July 10) that the federal court hearing a lawsuit brought by some holders of Telewest Communications plc's (Caa3/BB-) publicly issued bonds against Liberty TWSTY Bonds' previously announced tender offer for a portion of those Telewest notes and debentures has postponed until July 18 any decision concerning a request by the plaintiffs that the court bar Liberty TWSTY Bonds from proceeding with the tender.

Earlier Wednesday, Liberty TWSTY Bonds said that it had extended the expiration date of the tender offer to 5:00 p.m. ET on July 19 from the previously scheduled July 11 deadline, and reinstated withdrawal rights with respect to the tender offer. Liberty TWSTY Bonds said that as of 5 p.m. ET on July 9, holders had tendered $73.51 million of the $300 million outstanding principal amount of 9 5/8% senior debentures due 2006, up from the $72.22 million which had been tendered as of the expiration of the early tender deadline at 5 p.m. ET on June 26, the last time previously that the amount of notes tendered had been tabulated by the offer's depositary. Holders had also tendered $48.7 million of the $350 million outstanding principal amount of 11 ¼% senior notes due 2008, up from $48.22 million; they had tendered $14.38 million of the $350 million outstanding principal amount of 9 7/8% senior notes due 2010, up from $14.06 million; they had tendered $315.93 million of the $1.536 billion outstanding principal amount at maturity of 11% senior discount debentures due 2007, up from $315.73 million; they had tendered $88.31 million of the $500 million outstanding principal amount at maturity of 9¼% senior discount notes due 2009, up from $88.16 million; they had tendered $60.48 million of the $450 million outstanding principal amount at maturity of 11 3/8% senior discount notes due 2010, up from $23.49 million; they had tendered £46.43 million of the £180 million outstanding principal amount 9 7/8% sterling senior notes due 2010, unchanged from previously; and they had tendered £35.09 million of the £325 million outstanding principal amount at maturity of the 9 7/8% sterling senior discount notes due 2009, unchanged from previously. Liberty TWSTY Bonds said that it was amending the offer to permit holders of Telewest's notes and debentures to withdraw their tender of such securities at any time prior to the expiration date of the offer (such withdrawal rights had previously been withdrawn following the expiration of the early tender deadline, as previously announced). Liberty TWSTY Bonds further announced that a group of holders of Telewest's notes and debentures have filed a lawsuit in the U.S. District Court for the Southern District of New York, captioned Angelo, Gordon & Co., LP, et al v. Liberty TWSTY Bonds, Inc., et al.; that suit alleged, among other things, that the offer for the bonds is illegal and that it has been disseminated by means of an offer to purchase which allegedly contains material omissions and misrepresentations. Liberty TWSTY Bonds said that although it believes that its offer to purchase the bonds complies with the requirements of all applicable securities laws, it has extended the offer's expiration deadline as outlined and has reinstated noteholders' withdrawal rights to give holders of Telewest notes and debentures adequate time to review a Supplement to the official Offer to Purchase, dated July 10, which summarizes the material allegations of the lawsuit and the relief requested by the plaintiffs, and to then evaluate for themselves the merits of the tender offer in light of the allegations made in the lawsuit. Liberty TWSTY bonds said that a hearing was scheduled for 2:00 p.m. ET on Wednesday in New York, at which time the court would hear arguments as to whether it should grant plaintiffs' request for a preliminary injunction that to enjoin Liberty TWSTY Bonds from, among other things, proceeding with the offer (a decision on that motion as noted, was postponed).

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 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)207 170 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. On June 27, Liberty TWSTY Bonds Inc. said that the tender offer's early tender deadline had 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 Telewest's 9 5/8% senior debentures due 2006; $48.22 million of its 11 ¼% senior notes due 2008; $14.06 million of its 9 7/8% senior notes due 2010; $315.73 million of its 11% senior discount debentures due 2007; $88.16 million of its 9¼% senior discount notes due 2009; $23.49 million of its 11 3/8% senior discount notes due 2010; £46.43 million of its 9 7/8% sterling senior notes due 2010; and £35.09 million of its 9 7/8% sterling senior discount notes due 2009. Liberty TWSTY Bonds said that assuming the tender offer is consummated those holders would receive the early tender payment as part of their compensation for securities accepted for purchase, as previously outlined. It said that withdrawal rights had now have been terminated, and notes and debentures tendered at any time after the early tender payment may could not be withdrawn (such withdrawal rights were subsequently reinstated). 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. On July 4, Telewest said that it had agreed to meet with both bondholders and Liberty Media to discuss restructuring the company's balance sheet. Telewest offered no further details in its letter to its shareholders. 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 and Mellon Investor Services LLC (call 888 788-1635) is the information agent and depositary for the offer.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.