D.R. Horton calls 9% '08 notes

New York, June 25 - D.R. Horton, Inc. (Ba1/BB) said that it is calling for full redemption its 9% senior notes due 2008 (originally issued by Schuler Homes, Inc. and later assumed by D.R. Horton, Inc. when the companies merged).

The redemption of the notes will take place on July 25 at a price of $1,070 per $1,000 face amount, which includes principal, premium and accrued interest up to July 25.

The aggregate redemption price is approximately $107 million and will be paid using the proceeds from D.R. Horton's recently completed offering of new 5 7/8% senior notes due 2013 and borrowings under its revolving credit facility.

As previously announced, D.R. Horton, an Arlington, Tex.-based homebuilder, said on June 18 that it planned to sell $100 million of new senior notes and use the proceeds from the offering to call its approximately $100 million outstanding principal amount of 9% notes.

Later in the June 18 session, high yield syndicate sources heard that Horton had successfully sold $100 million of 5 7/8% senior notes due 2013 at par.

Domino's completes tender offer for 10 3/8% '09 notes

New York, June 25 - Domino's, Inc. (B3/B-) said that its previously announced tender offer for all of its outstanding 10 3/8% senior subordinated notes due 2009 expired as scheduled at 5 p.m. ET on June 24, without extension.

Domino's said that it had been advised by the depositary for the offer that as of that deadline, approximately $206.7 million principal amount of the notes had been validly tendered and not withdrawn, and the company has accepted all of them for purchase and payment. The aggregate cost to purchase the notes was $236.7 million.

Following the purchase of the notes accepted in the tender offer, $11.2 million principal amount of the 10 3/8% notes will remain outstanding and are scheduled to mature on Jan. 15, 2009.

As previously announced, Domino's, an Ann Arbor, Mich.-based nationwide pizza chain, said on May 29 that it had begun a tender offer for all of its outstanding 10 3/8% notes, and was soliciting noteholder consents to the proposed indenture changes. The company had issued $275 million of the notes in December, 1998, with an undetermined amount outstanding at the time the tender offer began.

Domino's set a now-expired consent payment deadline of 5 p.m. ET on June 10, and said the offer itself would expire at 5 p.m. ET on June 24, subject to possible extension.

The company said that it would set the total consideration to be paid to tendering noteholders based on a 75-basis point fixed spread over the reference security, the 3% U.S. Treasury note due Jan. 31, 2004.

It said that the total consideration to be paid for the notes would include a consent fee of $20 per $1,000 principal amount of notes tendered, payable to those noteholders tendering their notes by the consent payment deadline; holders tendering after that deadline would not be eligible to receive the consent payment. All tendering noteholders would additionally receive accrued and unpaid interest up to, but not including, the payment date for notes accepted for purchase.

Domino's said that the tender offer would be conditioned on several factors, including the now-fulfilled requirements that the company receive valid and unrevoked consents from note holders representing a majority in principal amount of the outstanding notes, and that the notes' trustee execute a supplemental indenture incorporating the proposed indenture changes.

Other conditions include the completion of related transactions (high yield syndicate sources said that Domino's successfully sold $405 million new 8¼% senior subordinated notes due 2011 on June 18).

On June 10, Domino's announced that it had received consents to the proposed indenture changes from noteholders representing more than a majority in principal amount of the 10 3/8% notes, and it also fixed the price to be paid in the tender offer.

As of 5 p.m., ET on June 10, 97% of the outstanding principal amount of the notes had been tendered, satisfying the consent condition related to the pending tender offer. Following the receipt of the requisite consents, Domino's, certain of its subsidiaries and The Bank of New York, as trustee, executed the second supplemental indenture to the notes' indenture, incorporating the desired changes.

It said the amendments would become operative on the date that Domino's accepts for purchase any notes validly tendered in the tender offer.

Domino's also said it would pay $1,098.95 per $1,000 principal amount for notes tendered by the consent deadline or $1,078.95 for notes tendered after. The calculation - employing a previously announced formula - was carried out on June 10, the tenth business day before expiration.

The dealer manager for the tender offer was J.P. Morgan Securities Inc. (call Spencer Alstodt at 212 270-1100). MacKenzie Partners, Inc. (call 212 929-5500 or toll-free at 800 322-2885) was the information agent. The Bank of New York was the depositary for the offer.

Cooperative Computing amends offer for 9% '08 notes

New York, June 25 - Cooperative Computing, Inc. (B2/B+) announced an amendment to its previously announced tender offer for its 9% senior subordinated notes due 2008 and the related solicitation of noteholder consents to proposed indenture changes.

The company said it had amended the original terms of the offer to provide that if (i) the minimum tender condition, the financing condition and the general conditions to the offer are satisfied, and if (ii) Cooperative Computing has received the requisite consents to the indenture changes and (iii) if Cooperative Computing and the notes' trustee execute the supplemental indenture, all noteholders will receive the consent payment on the payment date, whether or not they have tendered their notes under the offer (and, in the case of notes tendered under the offer, whether or not such notes were tendered prior to the consent date).

The company said that all other terms would remain unchanged. It added that if the proposed amendments become effective, noteholders not tendering their notes in the offer will no longer be entitled to certain covenants and events of default in the Indenture.

As previously announced, Cooperative Computing, an Austin, Tex.-based provider of enterprise systems and information services for the automotive aftermarket, and hardlines and lumber industries, said on May 29 that it expected to begin a tender offer for its $100 million of outstanding 9% notes.

The company said it expected to purchase the notes at their par value, plus accrued interest up to the date of purchase. In conjunction with the tender offer, Cooperative Computing also announced that it expected to solicit noteholder consents to certain proposed indenture amendments. It said that tendering noteholders delivering such consents within the first 10 business days of the tender offer could additionally expect to receive a consent fee of $22.50 per $1,000 principal amount of notes consenting, on top of the purchase price for the notes (this was subsequently modified to allow payment of the consent payment to all noteholders, whether they had tendered or not).

Cooperative Computing said it expected to promptly begin the offer in the wake of its planned offering of approximately $175 million of senior unsecured notes in a Rule 144A private placement, with a portion of the proceeds to go to funding the tender offer and related costs (the offering subsequently priced, although slightly downsized from the company's original plans).

It said it also plans to use some of the net proceeds of the note offering to permit its corporate parent, Cooperative Computing Holding Company, Inc., to repurchase shares of common stock from certain stockholders and to repay its existing credit facility.

It said it expected the tender offer to be conditioned on the consummation of the senior notes offering. The company cautioned that it could give no assurance that the tender offer would be commenced or completed.

On May 30, Cooperative Computing announced that it had begun its tender offer for the notes and the related consent solicitation, on the previously announced terms. It set a now-expired consent deadline of 5 p.m. ET on June 12, and said the tender offer would expire at 11.59 p.m. ET on June 26, subject to possible extension.

The company said completion of its offer would be subject to several conditions, including the company receiving valid tenders (not subsequently withdrawn) representing a majority in aggregate principal amount of the outstanding notes; the execution of a supplemental indenture incorporating proposed changes following receipt of consents from holders of at least a majority of the notes; and Cooperative Computing having available from the anticipated senior note offering all of the financing necessary to fund the payment of the consideration payable for the notes and for the consents.

On June 12, Cooperative Computing said that said that it had received tenders and consents in excess of a majority of its 9% notes by the consent deadline that day.

The company said that in the event that the other previously announced conditions to the tender offer and consent solicitation were to be met or waived, it expected to execute a supplemental indenture incorporating the amendments, in accordance with the terms of the tender offer and consent solicitation.

Separately, high yield syndicate sources reported on June 13 that Cooperative Computing had sold $157 million of new 10½% senior notes due 2011 - downsized from the originally planned $175 million. Deal proceeds will be used to fund the 9% notes tender offer.

JP Morgan is the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Wells Fargo Bank Minnesota, NA is acting as the depositary.

Sea Containers extends exchange offer for 9½%, 10½% notes

New York, June 25 - Sea Containers Ltd. said it has extended the exchange offer for its outstanding 9½% senior notes and 10 ½% senior notes - both of which are scheduled to come due on July 1 - until 5 p.m. ET on June 27, subject to possible further extension.

As of 10 a.m. ET Wednesday (June 25), based on the information received from the exchange agent, approximately $22 million aggregate principal amount of the notes had been tendered for exchange.

Sea Containers said the date by which the outstanding notes may be tendered through the guaranteed delivery procedure described in the exchange offer materials will NOT be extended; accordingly, certificates representing any notes tendered under the guaranteed delivery procedure must be received by The Bank of New York, the exchange agent for the exchange offer, not later than 5 p.m. ET on June 30.

As previously announced, Sea Containers, a Bermuda-based passenger transport, leisure and container leasing company, said on May 28 that it had begun an offer to exchange new debt for its outstanding for its 9½% senior notes and 10½% senior notes, both of which are scheduled to come due on July 1.

The company said it would offer $1,000 principal amount of new 13% senior notes due 2006 for each $1,000 principal amount of its existing 9½% senior notes and 10½% senior notes. Holders would also receive a cash exchange fee of $10 per $1,000 principal amount.

Sea Containers said it would pay accrued interest through the expiration date, which was initially set as 10 a.m. ET on June 25 (this was subsequently extended).

The company said in the prospectus filed with the Securities and Exchange Commission that it had $95.223 million principal amount of the 9½% senior notes and $63.575 million principal amount of the 10½% senior notes outstanding.

Sea Containers will pay registered broker/dealers a soliciting brokers' fee of 2% of the principal amount of the old notes which they tender on behalf of customers.

The covenants, events of default and other terms of the new notes will be "substantially similar" to the existing notes, Sea Containers said.

The principal differences will be interest rates, maturity dates and redemption provisions; the new notes will be callable from July 1, 2005 onwards at par.

Also the new note indenture will not specifically exclude a spin-off distribution to Sea Containers' shareholders of the common shares of Orient-Express Hotels from the definition of "restricted payment"; the exchange of Sea Containers' 12½% senior subordinated debentures due 2004 for unsubordinated debt of Sea Containers will not generally be a restricted payment; and some covenants will terminate permanently if the new notes ever achieve investment-grade ratings.

Sea Containers said it was carrying out the exchange as part of a debt restructuring, as it does not anticipate having enough cash flow to pay off the $734.5 million of debt due by the end of 2004. As a result it is looking to extend maturities and sell or refinance assets to raise cash.

The dealer manager for the exchange is Lazard Frères & Co. LLC. The information agent is Georgeson Shareholder Communications Inc. (banks and brokers call 212 440-9800, U.S. noteholders call 866 324-5897, foreign noteholders call collect 011 44 207 335 8700). The Bank of New York is the exchange agent for the offer.

Offshore Logistics to redeem 6% convertibles, 7 7/8% notes

New York, June 25 - Offshore Logistics, Inc. said it will redeem all its outstanding 6% convertible subordinated notes due 2003 and 7 7/8% senior notes due 2008 on July 29.

The Lafayette, La. helicopter transportation company will redeem the convertibles at 100.86% of the principal amount plus $7.33 of accrued interest per $1,000 face value.

It will redeem the 7 7/8% notes at 103.938% of principal plus $3.06 of accrued interest per $1,000 face value.

Offshore Logistics has $90.9 million of the convertibles and $100 million of the senior notes outstanding.

The redemption will be funded with part of the proceeds from its recent sale of $230 million of 6 1/8% senior notes due 2013.

LodgeNet calls remaining 10¼% notes

New York, June 25 - LodgeNet Entertainment Corp. said it has called for redemption its remaining 10¼% senior notes due 2006.

The Sioux Falls, S.D. provider of interactive services to the lodging industry has already repurchased 79% of the notes under its current tender offer, which is scheduled to expire at midnight ET on June 30. As a result there are currently $32.03 million of the notes outstanding.

Unless tendered, the securities will be redeemed on July 1 at 102.563% of principal plus accrued interest up to but not including July 1.

Payment will be funded with part of the proceeds from the company's issuance of $200 million 9.50% senior subordinated notes due 2013.

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