Anchor Gaming tenders for 9 7/8% '08 notes

Anchor Gaming (Ba3/BB) said Monday (June 17) that it has begun a cash tender offer and consent solicitation for all of its remaining outstanding 9 7/8% senior subordinated notes due 2008 (out of the $250 million originally sold in October 2000). The tender offer will expire at 11:59 p.m. ET on July 15, while the consent solicitation portion will 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 will be determined two business days prior to the expiration date of the tender offer (July 11 is the tentative pricing date). The consideration will 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 will includes a consent payment of $30 per $1,000 principal amount of the notes, which will 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 cannot tender their notes without delivering the consent and cannot deliver a consent without tendering their notes. Holders who tender 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 tenative settlement date). Anchor said the tender offer is 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. 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. 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)

Methanex gets 7.75% '05 noteholder consents

Methanex Corp. (Ba1/BBB-) said on Friday (June 14) that it had successfully completed its previously announced solicitation of consents from the holders of its 7.75% notes due 2005 to an indenture amendment. That solicitation expired as scheduled on 5 p.m. ET on June 14, with no further extension. The company said that the indenture will be amended accordingly to modify the limitation on restricted payments covenant, as it applies to the notes. Methanex will be permitted to declare and pay cash distributions in respect of its capital stock in an aggregate amount not to exceed US$30 million in any period of twelve consecutive months, while Methanex's consolidated net worth is less than the US$850 million limitation on restricted payments. AS PREVIOUSLY ANNOUNCED, Methanex, a Vancouver, B.C.-based chemical company and the world's largest producer and marketer of methanol, said on May 31 that it had begun soliciting the consents from the holders of its 7.75% notes to proposed indenture changes, originally described by Methanex as permitting it to add a "change-of- control" covenant applicable to the notes to the indenture, while eliminating the applicability to the notes of the "limitation on restricted payments" covenant (the proposed indenture amendment was subsequently changed materially). The company initially said solicitation would expire at 5 p.m. ET on June 12, although this deadline was subsequently extended. It said that effectiveness of the indenture amendment would be conditioned upon the company getting consents from the holders of at least 50% of the outstanding notes. No provisions were initially announced for a consent payment or a holder of record limitation, although these were subsequently added. On June 12, Methanex said that it had amended the terms of the consent solicitation and had also extended the expiration date for the solicitation. The consent solicitation would now expire at 5 p.m. ET on June 14, subject to possible further extension (extended from the original June 12 deadline). Methanex said that under its amended consent solicitation, it was seeking to amend the Indenture in order to only modify, rather than eliminate, the "limitation on restricted payments" covenant, as applicable to the notes, so that Methanex would be permitted to declare and pay cash distributions in respect of its capital stock, to the extent not otherwise permitted by the existing limitation, in a total amount not to exceed US$30 million in any period of twelve consecutive months. The addition of a "change- of- control" covenant was no longer a part of the proposal. Effectiveness of the indenture amendment remained conditional upon Methanex receiving the consent of the holders of at least a majority of the outstanding notes. It added that if the requisite consents were obtained, and not revoked at the expiration of the extended consent solicitation period, each holder would be entitled to receive a consent fee of US$5 for each US$1,000 principal amount of notes held. Holders would have to complete and sign a new Letter of Consent in order to consent to the amendment. Methanex indicated that the consent solicitation would be open only to holders of record (as of 5 p.m. ET on May 30), which had not been previously announced, and also said that Goldman, Sachs & Co. would acting as the solicitation agent for the consent solicitation, with Mellon Investor Services LLC appointed as information agent. Separately, Methanex also said on May 31 that it would sell $200 million of 10-year senior notes after the filing of appropriate prospectus documents with the Securities and Exchange Commission and with Canadian regulators. It said that the net proceeds of the deal would be used to repay its 7.40% notes upon their maturity on Aug. 15, and for general corporate purposes, and that the proposed underwriters for the notes would be Goldman, Sachs & Co., CIBC World Markets and RBC Capital Markets. High yield syndicate sources heard on June 3 that Methanex was preparing to begin a roadshow for its planned bond offering, which would likely take place from June 6-12, with pricing anticipated on June 13 or 14. One June 13, Methanex said that it had sold $200 million of new 8¾% senior notes due 2012, with the proceeds of the issue slated to be used to repay the 7.40% notes. The bond sale transaction is expected to close on June 19.

Technical Olympic sells bonds; proceeds to take out Engle 9 ¼% '08 notes

Technical Olympic USA, Inc. (Ba3/B+) was heard by high yield market syndicate sources on Friday (June 14) to have sold a $350 million two-tranche Rule 144A offering, consisting of $200 million of 9% senior notes due 2010 and $150 million of 10 3/8% senior subordinated notes due 2012 (B2/B-), with a portion of the proceeds slated to be used to defease or discharge Engle's Holding Corp.'s remaining outstanding 9¼% senior notes due 2008. AS PREVIOUSLY ANNOUNCED, Engle Holdings is a unit of Engle Homes Inc., a Boca Raton, Fla.-based homebuilder which was acquired by Technical Olympic Inc. (B2/nr), a Greek-based construction company, on Nov. 22, 2000. According to company filings with the Securities and Exchange Commission, Engle subsequently was required to tender for the $250 million of the 9¼% notes which were then outstanding, using the proceeds of a $100 million term loan and a $275 million revolving credit facility which Engle entered into; the tender offer retired all but approximately $12.9 million of the 9¼% notes, which remained outstanding as of Engle's most recent SEC filing, on March 31. Technical Olympic, which also owns 80% of Newmark Homes Corp., a Sugarland, Tex.-based homebuilder, said it planned to sell Engle Homes to Newmark and then change Newmark's name to Technical Olympic USA. On June 4, Newmark/Technical Olympic USA announced plans to offer $200 million of new eight -year senior notes and $150 million of new 10-year senior subordinated notes, with a portion of the proceeds to be used to defease or discharge Engle's remaining 9¼% notes. Newmark said that using the remaining proceeds of the note sale, plus cash on hand, it also expected to be able to (i) repay its outstanding debt and Engle's outstanding debt; (ii) repay a $72 million obligation of Technical Olympic Inc., which was incurred in connection with Technical Olympic's acquisition of Engle in 2000; and (iii) pay expenses of the note offering. Newmark said the bond sale would be subject to market and other conditions and would take place concurrently with the closing of its proposed merger with Engle Holdings.

Hylsa again extends 9¼% '07 notes exchange offer

Hylsamex, SA de CV and its subsidiary Hylsa, SA de CV said on Friday (June 14) that Hylsa was again extending the expiration date for its previously announced offer to exchange new 10½% notes due 2010 for its existing 9¼% notes due 2007 until 5 p.m. ET on June 28, from the previous June 14 deadline. Hylsa said it is extending the expiration date to allow it to complete its previously announced proposed restructuring of its outstanding debt. Hylsa said it has reached an agreement in principle regarding the restructuring with the steering committee representing its bank lenders, and has substantially agreed with the lenders on the documentation for the restructured debt. Hylsa said it continues to make "significant progress" toward satisfying the conditions required for the restructuring to go into effect. It said the previously outlined terms of the exchange offer provide that the first interest payment date for the 10½% notes would be June 15, but because the offer has been extended several times since its inception and the new 10½% notes now will not be issued as of that date, Hylsa will instead pay accrued and unpaid interest on the closing date of the exchange offer on all of the existing 9¼% notes that are tendered and accepted for exchange at the annual rate of 9¼% through June 14, and at the rate of 10½% per annum from June 15 through the closing date of the exchange offer. Hylsa said that on the closing date of the exchange offer, it will pay accrued and unpaid interest at the rate of 9¼% per annum through March 15 on all of the existing 9¼% notes not tendered for exchange. The company further said that in response to inquiries from holders of the existing notes that desire to tender their notes under the exchange offer and receive the exchange payment, it will again offer the exchange payment for all of the 9¼% notes tendered prior to the expiration of the exchange offer. It said that each holder tendering their notes by the newly extended deadline for the exchange offer will receive a $10 exchange payment for each $1,000 principal amount of the existing notes tendered. Holders previously consenting to the proposed amendments and waiver under the indenture governing the existing notes, but not tendering their notes may still tender their notes by the deadline and receive the full $10 consent and exchange payment per $1,000 principal amount, rather than just the $5 consent payment. All other terms and conditions to the exchange offer and consent solicitation remain unchanged, and the exchange offer continues to be subject to the consummation by Hylsa of the overall restructuring of its outstanding debt, as well as other customary conditions. Hylsa said it has so far received tenders of approximately $159 million of the 2007 notes in exchange for the new 2010 notes. AS PREVIOUSLY ANNOUNCED, Hylsa, a Monterrey, Mexico-based steelmaker, said on March 25 that it was beginning an offer to exchange the new 10½% notes for its $300 million of outstanding 9¼%. It said the new notes would be given to holders of an equal par amount of the old notes on a 1-for-1 basis. Hylsa also announced that it would solicit noteholder consents to proposed indenture amendments on the existing notes and a waiver of past defaults under the indenture. It set 5 p.m. ET on April 11 as the consent deadline and set 11:59 p.m. ET on April 19 as the tender offer deadline, both of which were subsequently extended. Hylsa said that 9¼% noteholders tendering their notes by the consent deadline (and not subsequently withdrawing them) would receive a $10 per $1,000 principal amount consent and exchange payment. It said that noteholders could also choose to consent without tendering their notes, in which case they would receive a $5 per $1,000 principal amount consent payment. The company said the exchange offer would be subject to certain conditions, including the receipt of at least 50% of the outstanding notes; consents from the holders of at least a majority of the notes to the proposed amendments and waiver; and consummation by Hylsa of an overall restructuring of its outstanding debt, as well as other customary conditions. On April 12, Hylsa said that it had gotten consent of the holders of a majority of the outstanding 9¼% notes to the proposed indenture amendments and default waiver, a key condition to the overall exchange offer, and also announced that it would amend the terms of the offer so that it would pay the full $10 per $1,000 principal amount consent and exchange payment to all holders tendering their notes before the expiration of the exchange offer. It said that holders who previously consented to the proposed amendments and waiver, but who did not tender their notes, could tender their notes by the expiration deadline and still receive the full consent and exchange payment, rather than just the $5 consent payment). It said that notes tendered and consents delivered by the now-passed April 11 consent deadline could not be withdrawn or revoked. On April 22, Hylsa said that it had received tenders of approximately $153 million in principal amount of the 9¼% notes, thus satisfying a key condition of the exchange offer (that it receive the tenders of at least 50% of the outstanding notes, and the consent of the holders of at least a majority of the notes to proposed indenture changes and a default waiver.) Hylsa said that although these conditions had thus been satisfied, it would extend the expiration deadline of the offer to 11:59 p.m. ET on May 16 from the originally announced April 19, and would likewise extend the period during which holders could receive the consent and exchange payment until 5:00 p.m. ET on April 30. It said that notes tendered and consents delivered by the now-passed original expiration deadline (at 11:59 p.m. ET on April 19) could not be withdrawn or revoked. On May 17, Hylsa said that the expiration date on the exchange offer had again been extended until 5 p.m. ET on June 14 from 11:59 p.m. ET on May 16. Hylsa said the offer was extended to allow it to complete the proposed restructuring of its outstanding debt. Hylsa said it had reached an agreement in principle with the steering committee representing its bank lenders on the restructuring, and was working toward implementing the terms of the restructuring with the entire bank group. Hylsa said as of that date, it had received tenders of approximately $158 million in principal amount of its existing 2007 notes in exchange for the new 10½% notes due 2010. MacKenzie Partners, Inc. (call 800 322-2885 or call collect at 212 929-5500) is the information agent for the exchange offer.

Booth Creek Ski Holdings buys back 12 ½% '07 notes

Booth Creek Ski Holdings, Inc. (Caa1/nr) said on Friday (June 14) that it had repurchased $29.325 million of its 12½% senior notes due 2007 during the three months ended May 3. The Vail, Colo.-based ski-resort operator said in its fiscal second-quarter results filed with the Securities and Exchange Commission that it had paid $25.588 million for the securities, which were bought in privately negotiated transactions. The company said funding for the transactions came from $25 million of borrowings under its term credit facility and available cash. Following the repurchases, Booth Creek had $96.175 million of notes remaining outstanding as of May 3 (out of the $133.5 million originally issued in March, 1997), and said that it might consider further repurchases in the future, subject to financing and other liquidity constraints.

Vintage Pete to exchange 8 ¼% '12 notes

Vintage Petroleum Inc (Ba3/BB-) said Friday (June 14) that it plans to exchange up to $350 million newly issued 8¼% senior notes due 2012 which have been registered for public trading under the Securities Act of 1933 for a like amount of existing notes, which were privately placed in a Rule 144A transaction on April 25. Vintage said the effective date of the exchange would be July 12. AS PREVIOUSLY ANNOUNCED, Vintage, a Tulsa, Okla.-based independent oil and gas exploration and production company, said on April 26 that it had sold $350 million of the 8¼% notes the previous day. It also said that a portion of the net proceeds of the bond sale would be used to redeem $100 million of Vintage's outstanding $150 million of 9% senior subordinated notes due 2005, for which the company planned to initiate at closing a call for redemption. The remainder of the bond sale proceeds would be used to repay a portion of the outstanding balance under the company's revolving bank facility. On May 6, Vintage said that it planned to redeem up to $100 million of the 9% notes on June 3, at a redemption price of 103% of par, which would leave $50 million of 9% notes outstanding. Vintage indicated on June 3 that the 9% notes had been redeemed as previously announced.

Telefonica de Argentina consent solicitation period for 9 1/8% '08 notes ends

Telefonica de Argentina (Ca/SD) on Friday (June 14) announced the end of the of its previously announced consent solicitation period for amending the payment event of default of its 9 1/8% notes due 2008. The solicitation period expired as scheduled at 5 p.m., ET on June 14 without further extension. AS PREVIOUSLY ANNOUNCED, Spanish-based telecom operator Telefonica SA (A2) - the corporate parent of Telefonica de Argentina, a Buenos Aires-based Argentine telecommunications provider - said in an e-mailed note sent to Spanish market regulators on May 22 that Telefonica de Argentina would offer up to $100 million in new bonds in exchange for outstanding debt, although Telefonica SA didn't provide details of the new bonds. Telefonica de Argentina has $100 million in bonds maturing on July 1 - part of $1.1 billion in debt maturing some time this year, according to figures compiled by Standard & Poor's. On May 29, the Fitch ratings service disclosed further information about the pending transactions, saying the exchange offer may include the payment of up to US$15 million [presumably cash] and an exchange of US$85 million in new bonds for the balance. It said the new bonds would have similar terms as the original issuance, including a 9 7/8% coupon; final terms had not at that time been disclosed. On June 10, Telefonica de Argentina announced the end of the early consent payment period under its solicitation of noteholder consents to amending the "payment event of default" provision in the indenture of its US$368.5 million of 9 1/8% notes. The company said it had already received Letters of Authorization which authorize the requisite votes to approve the proposed amendment at the upcoming noteholders' meeting, which is to be held on June 21. Telefonica said the final expiration date for holders to submit their authorization to the proposed change would be 5 p.m., ET on June 14. TAR said the proposed amendment brings the "payment event of default" under the company's Euro Medium-Term Note Program, or EMTNP, into conformity with the "payment events of default" under the company's other public indebtedness, by clarifying that a "payment event of default" under one series of notes under the EMTNP will not automatically cause an "event of default " under an unrelated series of notes issued under the EMTNP. Telefonica de Argentina said Morgan Stanley & Co. (call Simon Morgan at 212 761-2219 or Brendan Goffinet at 212 761-1269 or, in London, Anna Khazen at 44 207 677-5715 or Patrick Mullins at 44 207 677-6680) would be the solicitation agent.

NS Group calls some of its 13½% '03 notes

NS Group Inc. (Ba3/B+) said on Thursday (June 13) that it had issued an early redemption call for $35 million of its $68.8 million of remaining outstanding 13½% senior secured notes due in July 2003 (the company originally issued $73 million of the notes in July, 1995). NS, a Newport, Ky.-based producer of seamless and welded tubular products for the energy industry, said the notes would be redeemed on July 15 at a price of par plus accrued interest. Huntington National Bank, the notes' indenture trustee, will deliver formal notices to the noteholders. The company said it will fund the redemption from existing cash and short-term investment balances. Following the redemption some $33.8 million of the notes will remain

outstanding.

Pulte Homes calls Del Webb 9% '06 notes

Pulte Homes Inc. (Baa3/BBB) said on Wednesday (June 12) that it will redeem all of the $70 million remaining outstanding Del Webb Corp. (Ba1) 9% senior subordinated debentures due 2006 (out of the $100 million originally issued in February, 1994; Webb, a Phoenix-based builder of adult communities, was acquired by Pulte in 2001) . Pulte, a Bloomfield Hills, Mich.-based homebuilder, will redeem the debentures on July 18, at a price of 101.125% of the principal amount; Interest will cease to accrue on and after the redemption date. Pulte is expected to fund the redemption out of a portion of the proceeds of its sale on June 10 of $300 million of new 7 7/8% senior notes due 2032, which the company said is believed to have been the first offering of 30-year notes by a homebuilder.

TrizecHahn redeems outstanding unsecured notes as part of restructuring.

Standard & Poor's said on Wednesday (June 12) that TrizecHahn Corp. (Ba1/wr) had completed the redemption of all of its outstanding rated unsecured debentures, as part of the recent court-supervised reorganization of the Toronto-based real estate company. The ratings agency said it had withdrawn its BB+ rating from the issues following the June 7 redemption of TrizecHahn's C$125 million of outstanding 7.45% senior unsecured notes due 2004; its C$250 million of outstanding 6% senior unsecured notes due later in 2002; its C$175 million of 7.95% senior unsecured notes due 2007; and the redemption of the US$167.5 million of 10.7/8% senior unsecured notes due 2005 which had been issued by Trizec Finance Ltd., a subsidiary of TrizecHahn.

CHC Helicopter redeemed some 11 ¾% '07 notes

CHC Helicopter Corp. (B2/B) said on May 28 that it had completed the previously announced redemption of 35% of its 11¾% senior subordinated notes due 2007, using a portion of the proceeds from its recent public equity offering. AS PREVIOUSLY ANNOUNCED, CHC Helicopter, a St. John's Newfoundland-based provider of helicopter transportation services to the oil and gas industry said on May 8 that it had formally given notice of its intention to redeem 35% of its €145 million of the outstanding 11¾% notes, and said it expected the partial redemption to be complete on May 28. The company said the 35% partial redemption is permitted under the notes' indenture from proceeds of a public equity offering. The company said the cost of the redemption would be 111.75% of the notes' par value (i.e. €1,117.50 per €1,000 principal amount of notes or a total of €56.7 million, including the redemption premium). CHC said that it had recently completed a Treasury offering of 4.2 million Class A subordinate voting shares at a price of $28.40 per voting share, and had indicated that it intended to use a portion of the proceeds to repay debt.

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