Nextel Partners starts tender for 14% notes

New York, June 11 - Nextel Partners, Inc. said it has begun a cash tender offer and consent solicitation for its 14% senior discount notes due 2009.

The Kirkland, Wash. company said it will pay $1,059.35 per $1,000 principal amount at maturity of the notes validly tendered and accepted for payment. The total includes a consent payment of $25 per $1,000 principal amount at maturity for notes tendered by 5.00 p.m. ET on June 20.

For notes tendered after the consent date but before the expiration date of 5.00 p.m. ET on July 10, the company will pay $1,034.35 per $1,000 principal amount at maturity.

Nextel Partners said it will fund the tender with an offer of $425 million of new senior notes and available funds.

In connection with the tender offer, Nextel Partners is soliciting consents to amend the indenture to the 14% notes to eliminate substantially all restrictive covenants and certain events of default.

The tender is subject to the company receiving consents to the amendments and financing.

Credit Suisse First Boston (800 820-1653 or 212 538-8474, attention: Liability Management Group) and Morgan Stanley (800 624-1808 or 212 761-1123, attention: Jeff Kelly) are dealer managers and Mellon Investor Services (800 522-6645 or 917 320-6286) is information agent.

TransWorld extends 12% '05 notes exchange offer

New York, June 11 - TransWorld Corp. said that it had extended the expiration date of its previously announced offer to exchange common stock or variable rate promissory notes for all of its 12% senior secured notes due 2005.

The offer, which was to have expired at 5 p.m. ET on June 11, will now expire at 5 p.m. ET on June 26, subject to possible further extension.

The company said all notes previously tendered and not withdrawn will remain subject to the note exchange offer, subject to the holder's right to withdraw his or her notes prior to the revised expiration date.

As of 5 p.m. ET on June 10, $18.450 million principal amount of the $20 million of outstanding 12% notes had been tendered for shares of the stock and another $1 million principal amount had been tendered for the promissory notes due 2010.

Accordingly, because less than 100% of the notes had been tendered for shares of common stock, there will be an increase in the number of shares of common stock to be issued to each noteholder who tendered for common stock, by 1,910 shares.

Assuming that the results of the note exchange offer do not change as of the revised expiration date, the number of shares of common stock to be issued at the closing of the note exchange offer for each $1,000 principal amount of the notes will increase from 22,640 to 24,550.

The company said it intends to notify each noteholder directly of these matters.

As previously announced, TransWorld, a New York-based owner and operator of three casinos in the Czech Republic, said on May 15 that it had begun an offer to exchange stock shares or replacement promissory notes for its $20 million 12% notes.

Under the terms of the exchange offer as initially announced, each $1,000 of the 12% notes validly tendered and not withdrawn would be exchanged for either 22,640 shares of the company's common stock (this was subsequently raised) or for $1,000 principal amount of replacement notes, at the noteholder's option. The company said the new notes will pay 6% interest for the first three years, 9.3% in the fourth year and 10% after that. They mature after seven years.

TransWorld said that if the noteholders exchange all of their notes for shares of the company's common stock, it would reduce its long- term debt to $2.8 million from $21.1 million as of Dec. 31, 2002.

Noteholders would own 95.9% of the company's common stock.

The company originally set 5 p.m. ET on June 11 as the expiration date (this was subsequently extended) . The offer requires that 100% of the noteholders tender and that at least 92% of the principal amount of the outstanding notes be tendered for shares of the company's common stock.

Of the accrued and unpaid interest on the notes, $2.5 million will be paid by as new three-year 8% promissory interest notes to those tendering noteholders who did not receive it previously. The remainder and all unpaid penalties totaling $4 million as of Dec. 31, 2002 will be cancelled.

Interest on the replacement notes will accrue at 6% per year for the first three years, half of which will be payable in cash annually while the other half will accrue and be payable at maturity; and at the rate of 9.3% for year four and at the rate of 10% for the last three years, each of which will be payable annually.

The replacement notes will be subordinated to the interest notes and will rank equally with all other debt of the company unless otherwise requested by a financial institution lender, in which case they will be subordinated to that senior debt of the company.

TransWorld may redeem the replacement notes at any time at par plus accrued and unpaid interest.

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