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Published on 12/7/2001 in the Prospect News High Yield Daily.

CONSECO INC. (CNC) said Thursday (Dec. 6) that during the month of November, it had repurchased an additional $108 million of public debt scheduled to mature in 2002. The company said that $83 million of the repurchased debt had been issued by parent CNC, while $25 million had been issued by the company's CONSECO FINANCE CORP. subsidiary. The latest repurchases, combined with previously announced purchases of 2002 maturity debt, bring the total amount bought back in the third quarter ended Sept. 30 and the following two months to $232 million ($148 million from Conseco Inc. and $84 million from Conseco Finance). That's 27% of the $632 million of the two companies' debt which is to mature in 2002 ($302 million from Conseco Inc. and $330 million from Conseco Finance). AS PREVIOUSLY ANNOUNCED, Conseco, a Carmel, Ind.-based insurer said Oct. 30 that it had bought back $49 million of its public debt in the quarter ended Sept. 30, and another $75 million of debt during October. CNC did not elaborate as to whether those figures represented face amounts of repurchased debt or total figures it spent to buy back more than face amount at a discount, nor did it specify which of its public debt issues it had repurchased.

ARCH WIRELESS INC. (ARCH) said Thursday (Dec. 6) that it had reached agreement with a majority of its secured creditors to restructure the company's long-term debt. The agreement calls for ARCH to issue equity and its ARCH WIRELESS HOLDINGS INC. operating subsidiary to issue $200 million of principal amount of 12% senior secured notes due 2007 and $100 million of 12% senior subordinated secured payment-in-kind notes due 2009, in exchange for all existing debt and equity securities. ARCH, a Westborough, Mass.- based paging and messaging concern, also said that along with certain of its subsidiaries, it had filed for Chapter 11 protection with the U.S. Bankruptcy Court for the Western District of Massachusetts, to effect the planned restructuring. Arch said the agreement with the secured creditors would constitute the basis of its plan of reorganization, which it expects to file with the court by Jan. 15.

ABC FAMILY WORLDWIDE, INC. said Thursday (Dec. 6) that it is extending the expiration date for its pending consent solicitations relating to its 9¼% senior notes due 2007 and 10¼% senior discount notes due 2007 to 5 p.m. ET on Dec. 12, subject to possible further extension. The company announced that the other terms of the consent solicitations will remain unchanged. On Nov. 20, the Burbank, Calif.-based producer of TV programming (formerly Saban Consumer Products and FOX FAMILY WORLDWIDE on began soliciting consents from holders of record (as of Nov. 19) of its notes to the amendment of the respective indentures. It did not publicly announce the consent solicitation at that time, and set forth the specific terms and conditions of the consent solicitations in the Change of Control Notice, Offer to Purchase and Solicitation of Consents, dated Nov. 20, which were sent to debtholders. The Bank of New York (914 773-5056) is acting as the depositary and paying agent for the consent solicitations.

NEWS AMERICA INC. (NWS) said Thursday (Dec. 6) that it had completed its previously announced offer to purchase all of its 10 1/8% senior debentures due 2012. The company said that the tender offer expired as scheduled without extension. It said about 90% of the bonds (approximately $270 million) had been tendered and accepted for payment. AS PREVIOUSLY ANNOUNCED, News America, a New York-based media company, said Nov. 27 that it had begun an offer to purchase for cash any and all of its outstanding $300 million of the 10 1/8% debentures. It set the expiration of the offer at 5 p.m. ET on Dec. 3, subject to extension. News America said the price to be paid for the notes would be based upon a 50 basis-point spread over the yield of the reference security (the 5.75% U.S. Treasury Note due Oct. 31, 2002), plus accrued interest. The company did not subsequently announce the price that it had calculated. Salomon Smith Barney (800 558-3745) and J.P. Morgan acted as dealer managers for the tender offer.

MOLL INDUSTRIES, INC. said Dec. 3 that it had extended its previously announced tender offer for a portion of its outstanding 10.5% senior subordinated notes due 2008 and the related solicitation of noteholder consents to proposed indenture changes. The tender offer deadline and consent deadline have been extended to 5 p.m. ET on Dec. 14, from the previous Nov. 30 deadline, both subject to possible further extension. Moll said that it has been unsuccessful in getting its existing lenders to modify its existing credit facilities to provide the financing required to fund the tender offer, and thus has extended the offer deadline and the consent date, to give the company the time to obtain a replacement senior secured credit facility and a new mezzanine debt term loan, although it could give no assurances it would be successful in obtaining such new financing. AS PREVIOUSLY ANNOUNCED, Moll Industries, a Davie, Fla.-based maker of custom molded and assembled plastic components, announced Sept. 19 that it had commenced a tender offer for up to $66.5 million principal amount of its outstanding $116.5 million principal amount of 10.5% Series B notes, along with a related solicitation of consents to the proposed elimination of substantially all of the covenants of the company contained in the note indenture (other than the covenants requiring the payment of the principal, premium, if any, and interest on the notes, and later, as noted below, the change-of-control buyback offer provision). The indenture changes also include the proposed elimination the default provisions contained in the indenture that relate to such covenants and to modify the definition of the term "subsidiary" contained in the indenture to exclude entities organized in non-U.S. jurisdictions. Moll originally set Oct. 2 as the consent deadline and Oct. 17 as the expiration deadline (both subsequently extended). Moll initially said that noteholders would have four options: A) Tender their notes by the consent date (now extended to Nov. 30); holders of notes that are validly tendered and not withdrawn prior to the consent date would receive a payment of $200 per $1,000 principal amount of notes accepted for purchase, plus a consent payment of $2.50 per $1,000 principal amount, plus accrued and unpaid interest to the purchase date. B) Consent to the proposed amendments by the consent date without tendering; holders of in this category would receive the consent payment only. C) Decline to validly tender or consent; holders of notes in this category would not be eligible to receive the purchase price or the consent payment. Moll also originally offered a fourth option D) (which is now no longer viable because the consent and tender offer deadlines are the same) Tender the notes after original Oct. 2 consent date, but by the original Oct. 17 expiration date; holders of notes validly tendered and not withdrawn after the consent date, but by the expiration date, would have been slated to receive the purchase price for notes that are accepted for purchase, plus accrued and unpaid interest, but no consent payment. Moll said that if more than $66.5 million principal of notes were validly tendered and not withdrawn on or prior to the expiration date, the company would accept notes on a pro-rata basis. Tendering notes will also constitute the delivery of a consent, even if the notes are not accepted for purchase because the offer is over-subscribed. Holders of notes validly tendered but not accepted due to over-subscription are to be paid the consent payment. Tenders may be withdrawn at any time on or prior to the expiration date. Consents could be withdrawn at anytime prior to receipt of the requisite consents (defined as the receipt of consents from a majority of holders of outstanding notes) and the resultant execution of the supplemental indenture. Moll announced on Oct. 11 that holders representing a majority of the outstanding principal amount of the notes had agreed to deliver their consents to the proposed amendments. The company further said at that time that the proposed indenture changes had been amended to remove the reference to that section of the indenture which required it to offer to repurchase the notes at a price of 101% of principal in the event of a change of control, which was supposed to have been eliminated along with other restrictive indenture provisions. Therefore, it said, notwithstanding the receipt by the company of the requisite consents and the execution of a supplemental indenture incorporating proposed indenture changes, holders of the notes would continue to have the protection of the change-of-control covenant of the indenture. The offer is conditional on closing of requisite financing, the now-fulfilled condition of receipt of requisite consents to the proposed amendments and other customary conditions. Banc of America Securities LLC (704 388-2842 or 888 292-0070) is the exclusive dealer manager for the offer. D.F. King & Co., Inc. (212 269-5550 or 800 207-3155) is acting as information agent. State Street Bank and Trust Co. is the tabulation agent.

VIACOM OUTDOOR, INC. said Dec. 3 that it had completed its previously announced cash tender offer for its 8 7/8% senior subordinated notes due 2007. The offer expired as scheduled without further extension. As of the expiration, $282.045 million of the notes, or approximately 99% of the outstanding amount, had been validly tendered and not withdrawn. AS PREVIOUSLY ANNOUNCED, Viacom Outdoor (formerly known as Infinity Outdoor, Inc. and Outdoor Systems, Inc.), a New York-based outdoor advertising company and wholly- owned subsidiary of Viacom Inc. (VIA) said Nov. 1 that it had begun a cash tender offer for any and all of its outstanding $284.685 million of the 8 7/8% notes. It set the expiration deadline for the offer at 9 a.m. ET on Dec. 3, subject to possible extension. Viacom Outdoor said that it would set the price at which it would purchase the notes two business days prior to the expiration date of the tender offer, based on a 100-basis point spread over the yield on the reference security, the 6.25% U.S. Treasury Notes due June 30, plus accrued and unpaid interest up to, but not including, the payment date. The total consideration would also include a $20 per $1,000 principal amount consent payment for those holders validly consenting to proposed indenture amendments, eliminating certain restrictive provisions, by the consent deadline of 5 p.m. ET on Nov. 15. Tendered notes could not be withdrawn and consents could not be revoked after such time and date except in certain limited circumstances. Payment for validly tendered notes was expected to be made promptly following the expiration of the tender offer. Viacom Outdoor said Nov. 16 that it had received the requisite consents from the noteholders, with holders representing more than a majority giving their approval. The company said it would a supplemental indenture incorporating the desired changes promptly, although this would not become operative unless and until Viacom Outdoor accepted for payment the validly tendered notes. The company said on Nov. 29 that it had set total consideration to be paid for the notes under the tender offer at $1,075.40 per $1,000 principal amount, consisting of a purchase price of $1,055.40 per $1,000 principal amount, plus, where applicable, the $20 per $1,000 consent payment. The expected payment date was Dec. 3. Credit Suisse First Boston Corp. (212 538-8474 or 800 820-1653) and Salomon Smith Barney, Inc.(800 558-3745) were the dealer managers in connection with the tender offer and solicitation of consents. The information agent was MacKenzie Partners, Inc. and the depositary was The Bank of New York.

WORLDWIDE FLIGHT SERVICES INC. said on Nov. 26 that it had bought back $5.5 million of its 12¼% senior notes due 2007 in a change-of-control offer which expired Nov. 23. The offer, which was required under the notes' indenture following the acquisition of Worldwide Flight Services' parent, WFS Holdings Inc., by Vinci Airport Inc., had begun on Oct. 24, and the company had offered to buy the bonds back at 101% of par value, plus accrued interest. The Dallas-based provider of ground services for airlines (formerly AMR Services) further said in a filing with the Securities and Exchange Commission that it had begun a supplemental change-of-control offer, also at 101% of par value plus accrued interest.


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