NTL slates rights offering, proceeds to repay 19% notes

New York, Sept. 26 - NTL Inc. said that it filed a registration statement with the Securities and Exchange Commission relating to a proposed common stock rights offering. It said that the net proceeds of the rights offering - expected to be approximately $1.008 billion (£611 million) - will be used to repay NTL's 19% senior secured notes due 2010, and a portion of its working capital facility.

NTL did not outline a projected timeframe for the repayment of the 19% notes. The notes were issued on NTL's emergence from Chapter 11 in January, as part of the company's recapitalization.

NTL - a New York-based provider of telephone, cable and internet services in the United Kingdom and in Ireland - said that part of the remaining proceeds will be used to provide funding to certain subsidiaries, including NTL Communications Ltd., with the balance being available for general corporate purposes.

The rights will be issued to holders of NTL's common stock, and each right will entitle a holder to subscribe for shares of NTL's common stock at a ratio to be determined. The record date for stockholders entitled to receive the rights and the date on which the rights will be issued have not been set and depend on the date on which the SEC declares the registration statement to be effective. The exercise price for the rights will be calculated at the time of effectiveness based on an agreed formula.

The company said that two of its stockholders - W.R. Huff Asset Management Co., LLC and Franklin Mutual Advisers, who collectively own 21.3% of its outstanding shares - have agreed to exercise all of the rights to be distributed to them. It said that the number of shares issued to these stockholders may be limited due to Nasdaq requirements.

NTL said that at the completion of the rights exercise period, Deutsche Bank Securities Inc., Goldman, Sachs & Co and J.P. Morgan Securities Inc., acting as joint lead managers, have agreed to purchase any shares that relate to unexercised rights, subject to customary conditions.

ATA Holdings extends exchange offers for 9 5/8%, 10½% notes

New York, Sept. 26 - ATA Holdings Corp. said it had extended its previously announced exchange offers and related consent solicitation for its $175 million of outstanding 10½% senior notes due 2004 and $125 million outstanding 9 5/8% senior notes due 2005.

The exchange offers, which were to have expired at 5 p.m. ET on Sept. 26, were extended to 5 p.m. ET on Oct. 10, subject to possible further extension. The company also extended the consent deadline - by which holders had to tender their notes and deliver consents in order to receive the consent payment - to Oct. 10, in line with the exchange offer expiration and subject to possible further extension.

ATA noted that the withdrawal deadline for the exchange offers has expired, and any existing notes that have already been tendered or which are subsequently tendered may not be withdrawn.

The other terms of the exchange offers remain unchanged.

As of Sept. 26, $11.510 million principal amount of 10 ½% notes and $29.55 million principal amount of the 9 5/8% notes had been tendered and not withdrawn.

As previously announced, ATA Holdings, the Indianapolis-based parent of ATA Airlines, Inc., said on Aug. 29 that it had launched exchange offers and consent solicitations for its $175 million outstanding 10½% notes and $125 million outstanding 9 5/8% notes.

It set a consent deadline of 5 p.m. ET on Sept. 12, and initially said the exchanges would expire at 5 p.m. ET on Sept. 26 (the expiration was subsequently extended).

The company said it was offering $940 principal amount of new 11% senior notes due 2009 and $60 cash for each $1,000 principal amount of the 10½% notes tendered and $960 principal amount of new 10 1/8% senior notes due 2010 and $40 cash for each $1,000 principal amount of 9 5/8% notes tendered.

Both cash amounts include a $30 consent payment, payable only to those holders delivering their consents by the consent deadline.

The company said the exchange would be conditional on at least 85% by principal amount of each series of the existing notes being tendered and the company receiving the consent of the Air Transportation Stabilization Board for its government guaranteed term loan.

Arch Wireless amends indenture to allow 12% note buybacks

New York, Sept. 26 - Arch Wireless, Inc. said it amended the indenture to the 12% subordinated secured compounding notes due 2009 issued by its Arch Wireless Holdings, Inc. indirect subsidiary allowing it to buy back up to 20% of the principal amount of the notes.

Under the amendment it can pay up to 104% of the compounded value of the notes.

The purchases may be in the market or by individual negotiation. At 20% of the compounded value, they would total $22.4 million.

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