GRAY COMMUNICATIONS SYSTEMS INC. (GSC) (B3/B-) said Tuesday (Dec. 11) that it would sell $180 million of 10-year Rule 144A senior subordinated notes, and plans to use a portion of the net proceeds of the offering to redeem its existing 10.625% senior subordinated notes and to pay the associated call premium. The Atlanta-based television station operator and newspaper publisher did not lay out a timetable for the planned note redemption. Besides the redemption, the company plans to use a portion of the proceeds for other general corporate purposes.

MEDIACOM COMMUNICATIONS CORP. (MCCC) (Caa1/B+) said Tuesday (Dec. 11) that its wholly-owned subsidiaries, MEDIACOM BROADBAND LLC and MEDIACOM BROADBAND CORP., extended their pending offer to exchange $400 million of newly issued 11% senior notes due 2013, which have been registered for public trading, for a like amount of outstanding notes. The original exchange offer, which was not publicly announced when it began, was scheduled to expire on Dec. 11, and will now expire at 5 p.m. ET on Dec. 18, subject to possible extension. The Middletown, N.Y.-based cable-TV operator (eighth largest in the U.S.) Said that as of the original expiration deadline, approximately $392 million of the existing notes had been confirmed as tendered in the exchange offer.

AZTAR CORP (AZR)(Ba3/BB) said Tuesday (Dec. 11) that it had extended its previously announced solicitation of consents from the holders of its 8 7/8% senior subordinated notes due 2007 to proposed indenture amendments. The solicitation will now expire on Dec. 20. The company said it was extended to allow sufficient time for the noteholders to respond to the solicitation. AS PREVIOUSLY ANNOUNCED, Aztar, a Phoenix-based gaming operator, said on Nov. 27 that it had begun soliciting consents from the holders of record (as of Nov. 26) of its 8 7/8% notes, seeking approval to increase the amount of the so-called "restricted payments basket" from $30 million to $75 million. It initially set 5 p.m. ET on Dec. 11 as the deadline for the solicitation (since extended). The company said the amendment of the restricted payments basket is the only amendment proposed by the company and would conform the restricted payment amount to the corresponding amount in the indenture governing the company's 9% senior subordinated notes due 2011. The proposed amendment requires the consent of the holders of more than half of the notes. Upon the successful completion of the solicitation, a fee of $2.50 per $1,000 principal amount will be paid to holders who validly delivered a consent prior to the expiration deadline. A noteholder may revoke a consent at any time prior to the expiration time by delivering a written notice of revocation. Aztar is not obligated - and does not intend - to accept consents from any holders after the expiration time. The information and tablulation agent will be MacKenzie Partners (call collect at 212 929-5500 or toll-free at 800 322-2885).

ISLE OF CAPRI BLACK HAWK LLC (B3/B) said Monday (Dec. 10) in a Securities and Exchange Commission filing that the previously announced planned repayment of its outstanding 13% first mortgage notes due 2004 will increase its after-tax net income by $3 million a year. The company will record a $6.8 million charge in its third quarter related to early extinguishment of debt. AS PREVIOUSLY ANNOUNCED, Isle of Capri Black Hawk, a Black Hawk, Colo.-based casino operator, said on Nov. 16 that it will redeem all of its $75 million of 13% notes on Dec. 18. The company - 53% owned by Biloxi, Miss.-based gaming company ISLE OF CAPRI CASINOS INC. (ISLE) (B2/B) and 43% owned by Nevada Gold & Casinos Inc. (UWN) - said it would redeem the notes at a price of $1,065 per $1,000 principal amount, plus accrued and unpaid interest up to the date of the redemption. The company plans to fund the redemption with the proceeds from a new $90 million secured credit facility (consisting of $80 million in term loans and a $10 million credit revolver). The facility will be provided by a group of lenders, including CIBC World Markets, as administrative agent. Isle of Capri Black Hawk anticipates that funding under the credit facility will occur in approximately 30 days from the date of the announcement in connection with the redemption of the notes. Funding under the credit facility is conditioned on Isle of Capri Black Hawk granting a security interest to CIBC, as administrative agent, in substantially all of its assets concurrent with the redemption of the notes. Undrawn revolver capacity under the CIBC credit facility will be available for working capital and other general corporate purposes.

ENCOMPASS SERVICES CORP. (ESR) (B2/B+) said Dec. 10 that it was beginning an offer to exchange new 10½% senior subordinated notes due 2009 which have been registered for public trading for outstanding 10½% senior subordinated notes due 2009 which had been issued on June 28, 2001. The outstanding 10½% senior subordinated notes due 2009 which were issued in 1999 are not included in the exchange offer, as those notes are already registered for public trading; the Houston-based provider of facilities systems and services said the current exchange offer aims to combine the two senior subordinated note offerings under a single CUSIP number. The offer is scheduled to expire at 5 p.m. ET on Jan. 8, subject to possible extension. The exchange agent for the offer is The Bank of New York.

UNITED SURGICAL PARTNERS INTERNATIONAL INC. (USPI) (B3/B-) said on Dec. 3 that plans to offer $150 million of 10-year Rule 144A senior subordinated notes, and will use a portion of the expected proceeds to redeem its outstanding 10% senior subordinated notes. The Dallas-based owner/operator of surgical facilities in the U.S. and abroad expects the offering to close sometime this month. It outlined no timetable for the note redemption. Besides the note redemption, proceeds will also be used to repay all outstanding indebtedness under certain of its credit facilities, redeem the outstanding shares of its Series D redeemable preferred stock, and for general corporate purposes, including acquisitions and the repayment of certain working capital lines of credit in Spain.

USX CORP. said Monday (Dec. 10) that its wholly owned UNITED STATES STEEL LLC (X) (Ba3/BB) subsidiary had decreased the minimum condition to its previously announced exchange offers for certain outstanding equity securities of USX and its wholly-owned subsidiaries. The new minimum condition requires that at least $25 million aggregate principal amount of U.S. Steel LLC's 10% Senior Quarterly Income Debt Securities due 2031 (SQUIDS) are issued in the exchange offers. In the original minimum condition, the dollar amount was $150 million. Additionally, U.S. Steel LLC extended the offer to 5 p.m. ET on Dec. 14 from the previous deadline of Dec. 7. AS PREVIOUSLY ANNOUNCED, U.S. Steel, the Pittsburgh-based integrated steel giant and soon-to-be spun-off steelmaking unit of USX, said on Oct. 10 that it would offer the new SQUIDS in exchange for a portion of its $50 par USX Corp. 6½% cumulative convertible preferred stock, a portion of its USX Capital Trust I 6¾% convertible quarterly income preferred securities (QUIPS); and a portion of its USX Capital LLC $25 par Series A 8¾% monthly income preferred shares (MIPS). The total face amount outstanding of the three securities being tendered for under the exchange offer is approximately $568 million, and if more than $365 million face amount is tendered, there will be a proration. Pending the separation of USX into the independent U.S. Steel and Marathon Oil units, the SQUIDS will be unconditionally guaranteed by USX. Upon the separation, the USX guarantee will no longer be applicable and U.S. Steel will be the sole obligor of the SQUIDS. U.S. Steel offered no timetable for the expected exchange offer. On Oct. 12, U.S. Steel said that it had filed a registration statement with the SEC for the issuance of up to $365 million of SQUIDS. The company further said at that time that the dealer manager for the exchange offers will be Goldman, Sachs & Co. U.S. Steel said Nov. 5 that it had raised the interest rate on the SQUIDS. U.S. Steel said in a Securities and Exchange Commission filing that the SQUIDS would carry a 10% coupon, up from the 9¼% previously announced. U.S. Steel also said that it would require that at least $150 million principal amount of the SQUIDS be issued in the exchange offer, and gave a breakdown of the amount of the existing securities which it would accept in the exchange - up to $77 million of the $121 million of existing USX Corp. 6½% cumulative convertible preferred stock; up to $127 million of the $197 million of existing USX Capital Trust I 6¾% QUIPS; and up to $161 million of the $250 million of existing USX Capital LLC $25 par 8¾% MIPS. For securities not tendered under the exchange offer, U.S. Steel said the 6½% preferreds would be redeemed at the redemption price of $50.65, plus accrued interest through the separation date. The QUIPS will be redeemed at the $50.65 redemption price through their redemption date; and the MIPS will be called on Dec. 31 at $25 plus accrued but unpaid dividends. Previously, U.S. Steel and USX had said the untendered MIPS would remain outstanding as obligations of USX. The company further said on Nov. 28 that USX Capital Trust I would redeem any and all of the then still-outstanding 6¾% QUIPS would be redeemed on Jan 2 - subject to and conditioned upon the effectiveness of the proposed separation by USX of its energy and steel businesses - or on the first day immediately following the day that the separation becomes effective, whichever comes later. It said the redemption is required pursuant to the terms of the QUIPS as a result of, and is conditioned upon, the effectiveness of the separation. If the redemption date is Jan. 2, USX Capital Trust will credit holders' accounts at the Depository Trust Company (DTC) an amount in cash equal to $50.01875 per QUIPS held on the Redemption Date, reflecting the redemption price of $50 per share, plus a cash payment for accrued but unpaid distributions through the redemption date. If the redemption date were to occur after Jan. 2, USX Capital Trust will further credit holders' accounts for any additional accrued but unpaid distributions. Distributions on the QUIPS will cease to accrue on or after the redemption date, and all rights of holders of QUIPS will cease, except the right to receive the redemption price, together with accrued but unpaid distributions through the redemption date. The QUIPS were issued in book entry form only through DTC and the redemption price will be paid through DTC, which in accordance with its procedures will make payment to its member securities brokers and dealers, banks, trust companies, and clearing corporations.

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