UNITEDGLOBALCOM INC. (UCOMA) (Caa3/B+) said Friday (Dec. 21) that IDT United, Inc., a corporation formed by IDT Venture Capital Corporation and Liberty UGC Bonds, Inc., a wholly-owned subsidiary of LIBERTY MEDIA CORP. (LMCa) (Baa3/BBB-), has begun a cash tender offer for all of UnitedGlobalCom's $1.375 billion (face amount) of outstanding 10¾% senior secured discount notes due 2008. IDT United said the tender offer will expire at midnight ET on Jan. 22, subject to possible extension. It will purchase the UNITEDGLOBALCOM notes for $250 per $1,000 principal amount. The tender offer is conditioned upon IDT United receiving valid tenders (not subsequently withdrawn) from the holders of at least two-thirds of the aggregate principal amount at maturity of the UnitedGlobalCom notes, and other conditions outlined in the offer documents. In conjunction with the tender offer, IDT United is also soliciting consents from the holders of at least two-thirds of the UnitedGlobalCom notes to certain indenture amendments and to the termination of related pledge agreements. Holders tendering their notes will be automatically considered to have given their consents. Holders tendering their notes by the consent deadline of midnight ET on Jan. 9 (subject to possible extension) will receive a $20 per $1,000 principal amount consent payment. UnitedGlobalCom, a Denver-based international broadband communications provider, said the tender offer is being undertaken by Liberty under terms of the definitive agreements relating to United's transaction with Liberty, an Englewood, Colo.-based company with interests in international and domestic video programming, communications, technology and Internet businesses, which were signed on Dec. 3. UNITEDGLOBALCOM said that it has consented to the tender offer and consent solicitation. It further said that in connection with the tender offer and consent solicitation and subject to its closing, United agreed to amend the agreements with Liberty to provide that (a) the approximately $305 million loan from United to Liberty may be repaid in notes, as well as cash or Liberty notes, and (b) that the term of the loan to Liberty will be extended up to two years from the closing of the transaction with Liberty. Upon completion of the transaction, all of Liberty's interests in IDT United will be sold to New UnitedGlobalCom, Inc., in exchange for the assumption of Liberty's indebtedness to United and/or cash. Salomon Smith Barney (800 558-3745) is the dealer manager and solicitation agent for the tender offer and related consent solicitation. Mellon Investor Services (888 788-1979) is the information agent.

BROWN SHOE COMPANY INC. (BWS) (Ba3/BB) said Friday (Dec. 21) that it had called its 9.5% notes due 2006 as part of its previously announced refinancing effort. The notes will be redeemed on Jan. 22, at a price of 104.75 ($1,047.50 per $1,000 principal amount), plus accrued interest, with the redemption and the associated call premium to be paid from the proceeds of the refinancing deal. Brown said that the premium associated with the debt call will be accounted for as part of a planned fourth-quarter charge which the company announced on Nov. 26. AS PREVIOUSLY ANNOUNCED, Brown Shoe, a St. Louis-based footwear retailer, said on Nov. 26 that it had obtained commitments for a new $350 million secured financing arrangement led by Bank of America. As a result, it said that it expects to call its currently outstanding $100 million of 9.5% notes. It did not give a timetable for the expected note redemption.

LORAL SPACE & COMMUNICATIONS LTD. (LOR) (B3/CCC+) said Friday (Dec. 21) that its previously announced offers to exchange new debt and stock warrants for existing debt had expired as scheduled at midnight ET on Dec. 20 without extension. As of the deadline, holders of more than 90% of the notes being tendered for had accepted the offers, satisfying the company's minimum participation requirement. Loral said that as a result of the lower interest rates to be paid to the holders of the new notes and the reduction of approximately $225 million in total debt, its annual cash interest payments will be reduced by at least $38 million following the exchange. Loral detailed the equity component of the exchange, with holders of the new notes to be issued approximately $6 million five-year warrants to purchase Loral Space & Communications common stock (approximately 1.8% of Loral Space's common (at a price of $2.37 per share). It said that it would now proceed to complete the exchange and that further details would be available at the closing, which is expected to occur before the end of the year. AS PREVIOUSLY ANNOUNCED, Loral, a New York-based telecommunications satellite equipment maker and operator, said on Oct. 26 that its wholly owned LORAL CYBERSTAR INC. (Ca/CCC) unit (formerly known as LORAL ORION) would offer to exchange the new debt and stock warrants for a total of $927 million of existing debt, comprised of $443 million of 11¼% senior notes and $484 million (face amount; accreted value as of Oct. 15 $470 million) of zero-coupon/12½% senior discount notes, both due 2007. The company said that in exchange, the bondholders would receive $675 million of new 10% senior notes due 2006, with $332.4 million to go to the holders of the 11¼% notes and $342.6 million to go to the 0%/12½% notes, assuming the existing debt is fully exchanged. The new notes would be fully guaranteed by Loral Space, while the existing notes are non-recourse to Loral. Besides the new debt, existing noteholders would also receive five-year warrants to buy up to 6.7 million shares of Loral stock, at a purchase price that would be 110% of the shares' price over a ten-day period preceding the close of the exchange offer. Loral said that completion of the exchange would be conditioned upon its acceptance by the holders of at least 85% of the notes, and said holders of more than 50% of the notes had already agreed to the exchange proposal. It further said that assuming the exchange offer was completed, bondholders choosing not to participate would be allowed to keep their old debt, but would lose the benefits of "substantially all" of their covenant protections. Loral did not initially announce a timetable for the planned note exchange. Loral said on Nov. 23 that it had begun the previously announced exchange offers and related consent solicitations, and set midnight ET on Dec. 20 as the expiration deadline, subject to possible extension. Loral said that Dresdner Kleinwort Wasserstein would be lead manager and solicitation agent for the transaction, with Banc of America Securities LLC and Lehman Brothers Inc. as co-managers and solicitation agents. Morrow & Co. Inc. Was named as the information agent; banks and brokerage firms should call 800 654-2468 for information; U.S. noteholders should call 800 607-0088; international noteholders should call 212 754-8000.

ICN PHARMACEUTICALS INC. (ICN) (Ba3/BB) said Friday (Dec. 21) that it had completed an exchange offer for its outstanding $194.6 million of 8¾% senior notes due 2008. The exchange offer had not been previously publicly announced. ICN said that 100% of the notes had been exchanged for publicly tradable series B senior notes carrying the same 8¾% coupon and maturity. It said that it expects to begin a tender offer process for the exchanged notes in 2002, as part of its previously announced reorganization effort, which remains in place and on track. AS PREVIOUSLY ANNOUNCED, ICN, a Costa Mesa, Calif.-based pharmaceuticals maker said in a letter to a major shareholder (Swiss-based financier Tito Tettamanti), that its restructuring plans are on track, including its strategies for cutting debt. In the letter, ICN Chairman Milan Panic said that the company had raised $525 million through the recent sale of convertible notes, allowing it to repurchase $303 million in debt, "largely alleviating a major economic obstacle to our company restructuring." The company did not give a breakdown which issues of its debt were repurchased.

WHX CORP. (WHX) (Caa3/CCC+) said Friday (Dec. 21) that it had allowed its previously announced "modified dutch auction" tender offer for a portion of its 10½% senior notes due 2005 and related consent solicitation expire as scheduled at 5 p.m. ET on Dec. 20 without further extension. The company said the conditions of the offer and solicitation were not satisfied; accordingly, WHX will not purchase any notes, and the notes' indenture will not be amended. AS PREVIOUSLY ANNOUNCED, WHX, a New York-based metals producer with interests in diversified manufacturing and racetrack gaming, said Nov. 19 that it had begun a "modified dutch auction" tender offer and consent solicitation for its outstanding 10½% notes. The offer was originally scheduled to expire at 12 midnight ET on Dec. 17, but was subsequently extended. Tendered notes and related consents could be withdrawn at any time at or prior to the expiration date. WHX offered 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 was 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 said it would 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 said 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 by the holder. If the total principal amount of notes tendered at or below the purchase price were to exceed $123 million, all notes tendered at prices below the purchase price would be accepted, and then acceptances of notes tendered at the purchase price would be allocated on a pro-rata basis. WHX also said that it was soliciting noteholder consents to proposed indenture amendments to modify certain covenants. It said there would be no separate consent payment. Consents could not be delivered without tendering notes, and a tender of notes would be considered to be a concurrent delivery of a consent to the proposed indenture changes. WHX said its obligation to accept for purchase and to pay for validly tendered notes would be subject to various conditions, including the valid tender prior to the expiration date of at least a majority of the outstanding notes and the receipt of the requisite number of duly executed consents, not subsequently revoked, representing at least a majority of the outstanding notes; the company said on Dec. 20 that as of Dec. 19, the previous tender offer deadline, only approximately $42.4 million of the notes had been validly tendered and not withdrawn. The tender offer and consent solicitation were also subject to the execution of a supplemental indenture incorporating the proposed amendments, and the satisfaction of certain other general conditions. WHX further said that completion of the tender offer would be conditioned upon 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, since the tender offer and consent solicitation would be financed from the proceeds of the Wheeling Downs transaction. Closing of the Wheeling Downs transaction was announced on Dec. 19. Separately, WHX said on Dec. 10 that it had modified the terms of a proposed amendment to the indenture governing the 10½% notes, so that 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, it said that the proposed amendment to the indenture covenant concerning the issuance of indebtedness and issuance of preferred stock was withdrawn, so that no change would be made to the covenant. All other terms and conditions of the tender offer and consent solicitation were unchanged. Credit Suisse First Boston Corp. (800 237-5022, ext. 7675 or collect at 310 282-7675) was the dealer manager and solicitation agent; the information agent was Innisfree M & A Inc. (call toll-free at (888 750-5834; banks and brokers call collect at 212 750-5833) and Bank One, NA was the depositary.

THE GREAT ATLANTIC & PACIFIC TEA CO. (GAP) (B2/ BB) said Thursday (Dec. 20) that it had accepted for purchase all 7.70% senior notes due 2004 which were tendered under its previously announced tender offer, which expired as scheduled at 5 p.m. ET on Dec. 19 without further extension. As of the expiration deadline, $177.7 million of the notes, or 88.9% of the outstanding principal amount, had been tendered. The company said payment for the notes was being made Thursday by depositing the purchase price, in cash, with the depositary, for transmittal to the tendering note holders. AS PREVIOUSLY ANNOUNCED, A&P, a Montvale, N.J. supermarket company, said Nov. 19 that it had begun a tender offer for any and all of its $200 million of outstanding 7.70% notes, and initially set Dec. 17 as the expiration deadline, which was subsequently extended. The company said that in conjunction with the tender, it also commenced a consent solicitation to eliminate certain events of default and certain covenants in the indenture governing the notes. A&P initially offered to purchase tendered notes for $1,045.00 in cash for each $1,000 principal amount, although it announced on Dec. 4 that it would increase the price to $1,062.50 per $1,000 principal amount. It also said that holders will also receive accrued and unpaid interest to the payment date. The purchase price includes a consent payment of $30.00 for each $1,000 principal amount of tendered notes that will be paid only for notes tendered prior to the now-expired consent date of 5:00 p.m. ET on Dec. 3. It said that consummation of the tender offer is subject to various conditions, including the valid tender (not subsequently withdrawn) of at least 80% of the outstanding aggregate principal amount of the notes. As of the now-expired consent deadline, bondholders had tendered $113 million of the notes, a majority of the outstanding amount. A&P also announced that it would sell $225 million of ten-year notes, and use the proceeds to buy back the 7.70% notes, as well as for general corporate purposes, including working capital. Syndicate sources said on Dec. 14 that A&P had sold an updated $275 million offer of 9 1/8% senior notes due 2011 via an underwriting group led by book-running manager Lehman Brothers Inc. and joint-lead manager Goldman Sachs, and including Morgan Stanley and Scotia Capital. Lehman Brothers was meanwhile the dealer manager and solicitation agent for the tender offer and the consent solicitation (contact: Scott Macklin at 212 455-3301 or collect at 212 681-2265). The information agent was D.F. King & Co., Inc. (800 769-4414) and the depositary was JP Morgan Chase Bank.

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