Rayovac starts tender for Remington's 11% notes

New York, Sept. 11 - Rayovac Corp. announced a cash tender offer for all $180 million principal amount of 11% series B and series D senior subordinated notes due 2006 issued by Remington Products Co., LLC and Remington Capital Corp.

Holders who tender and deliver consents by the consent deadline of 5.00 p.m. ET on Sept. 24 will receive $1,020.83 per $1,000 principal amount including a consent payment of $2.50 per $1,000 principal amount.

Holders who tender after the consent deadline and before the expiration date of 5.00 p.m. ET on Oct. 9 will receive $1,018.33 per $1,000 principal amount.

The Madison, Wis. maker of batteries and lighting devices said it plans to redeem any notes not tendered promptly after completing its acquisition of Remington.

The consent solicitation is to approve certain amendments to the note indentures.

The tender offer is contingent on, among other things, the receipt of the necessary consents to approve the amendments, the closing of the acquisition of Remington, the closing of the offering of $300 million senior subordinated notes announced Thursday by Rayovac and the amendments to Rayovac's senior credit facilities.

The dealer manager and solicitation agent is Banc of America Securities LLC (888 292-0070 or collect 704 388-4807) and the information agent is D.F. King & Co., Inc. (800 269-6427 or collect 212 269-5550).

Per-Se says $143.6 million 9½% notes tendered

New York, Sept. 11 - Per-Se Technologies, Inc. said it completed its cash tender offer for its 9½% senior notes with $143.6 million tendered of the $160 million outstanding.

The funding date for the tender is Sept. 11 and holders who tendered will receive payment plus accrued interest up to but not including that date.

Holders who tendered their notes and did not withdraw them by the Aug. 25 early tender deadline will receive the current redemption price of the notes of 102.375% of the principal amount plus a premium of 0.250% of the principal amount. Holders who tendered after the early tender deadline but before the expiration will receive the current redemption price of 102.375%.

Per-Se said the remaining $16.4 million will be retired on Sept. 18 through a call initiated on Aug. 12.

Funding for the tender and call came from the term loan B of a new credit facility and cash on hand.

"The completion of our refinancing initiative will yield a permanent reduction in our debt level of approximately $35 million and an annualized cash interest expense savings of approximately $7.5 million to $8 million, based on current rates," stated Philip M. Pead, Per-Se's chairman, president and chief executive officer, in news release.

The new senior credit facility consists of a $125 million term loan B at Libor plus 425 basis points and a $50 million revolving credit facility at a rate that varies between Libor plus 300 basis points and Libor plus 350 basis points, based on performance.

Banc of America Securities LLC was the exclusive dealer-manager for the tender offer (888 292-0070 or collect at 704 388-9217). The information agent was Georgeson Shareholder Communications Inc. (call collect 212 440-9800 or 866 216-0461).

Station Casinos tenders for 8 7/8% notes

New York, Sept. 11 - Station Casinos, Inc. (B1) said that it had begun a cash tender offer for any and all of its $199.9 million aggregate principal amount of outstanding 8 7/8% senior subordinated notes due 2008, and was also soliciting related consents to proposed indenture changes from the noteholders.

Station Casinos, a Las Vegas-based gaming operator, said that the consent solicitation will expire at 5 p.m. ET on Sept. 17, and the tender offer will expire at 12 midnight ET on Oct. 8, with one or both deadlines subject to possible extension.

Holders tendering their notes will be required to consent to the proposed indenture amendments, which would eliminate substantially all of the restrictive covenants. Holders may not tender their notes without also delivering consents and may not deliver consents without tendering their notes.

If their notes are accepted for purchase, holders who validly tender their notes by the consent deadline will receive the total consideration of $1,045 per $1,000 principal amount of notes tendered, while those who tender after the consent deadline will receive $1,015 per $1,000 principal amount. All holders who validly tender their notes will also be paid accrued and unpaid interest up to, but not including, the date of payment.

Holders who validly tender their notes by the consent deadline will receive payment on the initial settlement date, which is expected to be on or about Sept. 29.

Station Casinos said the offer is subject to the satisfaction of certain conditions, including the company's receipt of tenders of a majority of the principal amount of the notes outstanding. It must also achieve senior subordinated financing on acceptable terms in an amount sufficient to consummate the tender offer.

One other condition is receipt by the company of sufficient consents from the holders of its 8 3/8% senior notes due 2008 to an indenture modification which would permit certain refinancings of subordinated Indebtedness.

Banc of America Securities LLC (call the High Yield Special Products department at 888 292-0070 or collect at 704 388-4813) and Deutsche Bank Securities, Inc. are dealer managers and solicitation agents. D.F. King & Co., Inc. is the information agent (800 628-8532 or collect at 212 269-5550).

Mohegan Tribal Gaming Authority solicits noteholder consents

New York, Sept. 11 - The Mohegan Tribal Gaming Authority said that it had begun soliciting consents to proposed indenture changes from the holders of its outstanding $200 million principal amount of 8 1/8% senior notes due 2006, its $150 million principal amount of 8 3/8% senior subordinated notes due 2011 and its $250 million principal amount of 8% senior subordinated notes due 2012.

The authority - an Uncasville, Conn.-based Indian gaming operator - said the purpose of the proposed amendments is to conform certain provisions of the indentures for the three series of notes to the applicable provisions of the Authority's most recent indenture, which it entered into in July 2003 in connection with its issuance of 6 3/8% senior subordinated notes due 2009.

The consent solicitation will expire at 5 p.m. ET on Sept. 23, subject to possible extension. The fee to be paid for each consent properly delivered and not revoked prior to the expiration is $5 in cash per $1,000 principal amount of notes.

The authority said the proposed amendments generally require the consent of holders of a majority in aggregate principal amount of each series of outstanding notes.

Banc of America Securities LLC (call the High Yield Special Products group at 888 292-0070 or collect at 704 388-4813) and Citigroup Global Markets Inc. (call the Liability Management group at 800 558-3745 or collect at 212 723-6106) will be the solicitation agents. Global Bondholders Services Corp. is the information agent for the offer (call 866 470-4200 or collect at 212 430-3774).

Alliance Gaming tender offer for 10% notes expires; company to redeem remainder

New York, Sept. 11 - Alliance Gaming Corp. said that its previously announced tender offer for all its outstanding 10% series B senior subordinated notes due 2007 expired as scheduled at midnight ET on Sept. 10 without extension. As of that deadline, a total of $78.565 million principal amount of notes had been tendered, with $788,000 subject to notices of guaranteed delivery. Approximately $71.435 million of notes remain outstanding following the closing of the tender offer.

The company also said that it is calling for redemption all of the outstanding series A and series B 10% notes, which will be redeemed on Sept. 16 at a price of $1,033.33 per $1,000 principal amount, plus interest up to but excluding the redemption date.

Innisfree M&A Inc. Is acting as the information agent for the redemption (call 888 750-5834).

As previously announced, Alliance Gaming, a Las Vegas producer of gaming systems, said on Aug. 13 that it had begun a cash tender offer and consent solicitation for its $150 million of 10% notes.

The company said it was offering $1,035.83 per $1,000 principal amount for notes tendered by the consent deadline of 5.00 p.m. ET on Aug. 26, including a $20 per $1,000 principal amount consent payment.

It said that holders tendering after that date but before the tender expiration at midnight ET on Sept. 10 would receive $1,015.83 per $1,000 in principal amount of notes.

All tendering holders would also receive accrued interest up to but excluding the purchase date.

Alliance also said that it was soliciting approval for amendments to the notes' indenture that would, among other things, eliminate substantially all of the restrictive covenants.

The company said the offer would be subject to conditions including its ability to put in place a new $375 million credit facility to refinance its existing indebtedness.

CIBC World Markets Corp. (call Brian Perman at 212 885-4489) was the dealer manager for the tender offer and consent solicitation and Innisfree M&A Inc. (888 750-5834) was the information agent.

Varsity Brands gets consents for 10½% notes

New York, Sept. 11 - Varsity Brands, Inc. (B2/B-) said it received the requisite amount of consents to proposed indenture changes from the holders of its 10½% senior notes due 2007 by 5 p.m. ET on Sept. 10 (the consent deadline under its previously announced tender offer for the notes), when the consent period expired as scheduled without further extension.

The company said that as a result, it executed and delivered a supplemental indenture incorporating the desired amendments, which will eliminate substantially all of the restrictive covenants of the indenture and make certain other changes. The amendments will only become operative when all validly tendered securities are purchased under the tender offer.

Varsity Brands also extended the tender offer to midnight ET on Sept. 23, subject to possible further extension, from the previously announced deadline of midnight ET on Sept. 12.

All other 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).

It initially 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 (the consent fee was subsequently increased to 0.625% of the principal amount, which in turn raised the total consideration to $1,041.25 per $1,000 principal amount).

Varsity Brands also said it was seeking consents to certain proposed amendments to the notes' indenture (the consents were eventually received after numerous extensions of the consent deadline).

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.

Majestic Star extends 10 7/8% consent solicitation

New York, Sept. 11 - Majestic Star Casino, LLC said it had extended the previously announced consent solicitation for its 10 7/8 % senior secured notes due 2006 to 5 p.m. ET on Sept. 12, subject to possible further extension, from the previous deadline of 5 p.m. ET on Sept. 10.

As of the previous deadline, $50.64 million of the notes had been tendered and not withdrawn.

As previously announced, Majestic Star, a Gary, Ind.-based gaming operator, announced a cash tender offer for its $130 million of 10 7/8% notes on Aug. 26, while its subsidiary, Majestic Investor Holdings, LLC, concurrently announced a cash tender offer for its $151.767 million 11.653% senior secured notes due 2007.

Majestic Star said it would offer $1,054.38 per $1,000 principal amount of the 10 7/8% notes, including a consent payment of $5 per $1,000 principal amount for holders who tender by the consent deadline. From then up to the tender expiry date of 5 p.m. ET on Sept. 24, holders will receive $1,049.38 per $1,000 principal amount.

Majestic Star will also pay accrued interest up to but not including the date of payment.

The consent solicitation is to amend the indenture and release liens on the collateral securing the notes. The indenture amendment would eliminate substantially all the restrictive covenants and amend certain other provisions. A majority is needed to pass the changes.

Majestic Investor is meantime offering $1,050.00 per $1,000 principal amount of the 11.653% notes. The price includes a consent payment of $5 per $1,000 principal amount for holders who tender by the consent deadline (originally 5 p.m. ET on Sept. 10 but subsequently extended to 5 p.m. ET on Sept. 12, subject to possible further extension). As of the old deadline, $30.692 million of the notes had been tendered in the tender offer and consent solicitation. From then up to the tender expiry date of 5 p.m. ET on Sept. 24, holders will receive $1,045.00 per $1,000 principal amount.

Majestic Investor will also pay accrued interest up to but not including the date of payment.

The consent solicitation is to amend the indenture, terminate guarantees and release liens on the collateral securing the notes.

The indenture amendment would eliminate substantially all the restrictive covenants and amend certain other provisions. A majority is needed to pass the changes and the consent of two thirds of the principal amount is outstanding is needed to release the liens.

For both offers, holders who tender will be required to deliver consents and consents can only be given on notes that are tendered.

Both offers are conditional on the receipt of consents and the completion of related financing transactions by Majestic Star.

MacKenzie Partners, Inc. (800 322-2885) is the information agent. The depositary is The Bank of New York.

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