Delta exchange ends with $64.07 million 6.65% notes, $197.82 million 7.70% notes tendered

New York, Sept. 5 - Delta Air Lines (B3/BB-) said its previously announced offer to exchange new debt and cash for its outstanding 6.65% series C medium-term notes due 2004 and new debt for its 7.70% senior notes due 2005 expired as scheduled at 5 p.m. ET on Sept. 4 without further extension.

Delta said that as of that deadline, $64.071 million principal amount of the 6.65% notes had been tendered and not withdrawn in the exchange offer, leaving $235.929 million principal amount still outstanding. Delta said that $197.823 million principal amount of the 7.70% notes had been tendered and not withdrawn, leaving $302.177 million still outstanding.

Payment of the consideration in the exchange offer is expected to be made on Sept. 9, or promptly afterward.

As previously announced, Delta, an Atlanta-based airline company, outlined plans on July 25 for an exchange offer for its $300 million outstanding principal amount of 6.65% notes and its $500 million outstanding principal amount of 7.70% notes.

Delta initially set an early tender date of 5 p.m. ET on Aug. 8 and said the exchange offer would expire at 5 p.m. ET on Aug. 25; the latter deadline was subsequently extended.

It initially said that it would exchange $545 principal amount of new 10% senior notes due 2008 and $500 cash per $1,000 principal amount of the existing 6.65% notes tendered by the early tender deadline and $525 principal amount of the new notes plus $500 cash per $1,000 principal amount of existing notes tendered after the early tender deadline (the consideration was subsequently amended to $409.50 principal amount of new 10% senior notes due 2008 and $650 in cash per $1,000 principal amount of existing notes).

Delta also initially said it would offer $1,040 principal amount of the new notes per $1,000 principal amount of the existing 7.70% notes tendered by the early tender deadline and $1,020 principal amount of the new notes per $1,000 principal amount of notes tendered after the early tender deadline (the consideration was subsequently amended to $1,120 principal amount of new notes per $1,000 principal amount of existing notes).

Delta originally said that the exchange offer would be subject to customary conditions, including the receipt by the company of valid and unwithdrawn tenders of the existing notes that would result in issuance of at least $200 million in aggregate principal amount of the new notes (The company waived the minimum tender on Aug. 25).

The company initially said that tenders of outstanding existing notes could be withdrawn at any time on or prior to the withdrawal deadline of 5 p.m. ET on Aug. 8, the early tender deadline; the withdrawal deadline was subsequently extended.

On Aug, 13, Delta amended the exchange offer, changing the consideration it was offering the holders of the 6.65% and 7.70% notes as noted. It also extended the withdrawal deadline to 5 p.m. ET on Aug. 20 and the expiration deadline of the offer to 5 p.m. ET on Aug. 27, which was later extended to Sept. 4. The airline said that all other previously announced terms and conditions of the offer were unchanged.

Jostens says $3.52 million notes tendered in change-of-control offer

New York, Sept. 5 - Jostens, Inc. said $3.515 million of its 12¾% senior subordinated notes due 2010 and none of its 14% senior redeemable payment-in-kind preferred stock were tendered in its change-of-control offer.

The Minneapolis affinity products company's offer ended on Sept. 2.

Varsity Brands again extends consent deadline for 10½% notes

New York, Sept. 5 - Varsity Brands, Inc. (B2/B-) said it was extending the consent deadline under its previously announced tender offer for its 10½% senior notes due 2007, to 5 p.m. ET on Sept. 5, subject to possible further extension, from the previous deadline at 5 p.m. ET on Sept. 4.

All other original terms and conditions of the tender offer and consent solicitation are unchanged. Holders who had previously tendered their securities under the offer do not need to take any further action as a result of this extension.

As previously announced, Varsity Brands, a Memphis, Tenn.-based cheerleading products company, said on Aug. 13 that was starting a cash tender offer for all of its outstanding 10½% notes (Standard & Poor's said there were $115 million of the notes currently outstanding).

The company initially set a consent deadline of 5 p.m. ET on Aug. 26 and an expiration date of 5 p.m. ET on Sept. 12 (the deadlines were subsequently extended, the consent deadline as noted, while the offer will now expire at 12 midnight ET on Sept. 12).

It offered to pay $1,037.50 per $1,000 principal amount of notes tendered, which would include a consent fee of 0.25% of the principal amount for holders who tender by the consent deadline.

Varsity Brands also said it was seeking consents to certain proposed amendments to the notes' indenture.

The company said the tender offer was being carried out in conjunction with the planned leveraged buyout of Varsity by a wholly-owned subsidiary of an affiliate of Leonard Green & Partners, LP, together with members of the company's senior management. Completion of the tender offer is conditioned upon, among other things, the consummation of the merger between Varsity Brands and VB Merger Corp., which was formed by Leonard Green & Partners for the purpose of acquiring majority ownership of Varsity.

Jefferies & Co., Inc. (800 933-6656) is dealer manager and information agent for the tender offer. The depositary is HSBC Bank USA.

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