Hurricane Hydrocarbons to redeem 12% '06 notes

Hurricane Hydrocarbons Ltd. said on Friday (Jan. 3) that it will redeem all US$208.21 million principal amount of its outstanding 12% senior notes due 2006. The notes will be redeemed on Feb. 3 at a price of 102% of the principal amount, plus accrued and unpaid interest of US$60 per US$1,000 principal amount.

Hurricane Hydrocarbons, a Calgary, Alberta-based independent, integrated international energy company, said it would pay an aggregate redemption price of US$212,374,200, and would pay total interest costs of US$12,492,600. The company said that notices of redemption were being delivered Friday to the registered holders of the notes.

R.H. Donnelley completes 9 1/8% '08 note tender

R.H. Donnelley Inc. (B1/B+) said on Friday (Jan. 3) that it had completed the previously announced tender offer and consent solicitation for its $150 million aggregate principal amount of 9 1/8% senior subordinated notes due 2008, which expired as scheduled at 10 a.m. ET that day with no further extension.

Donnelley said that as of the deadline, it had had received tendered notes and related consents from the holders of approximately 85.8% of the notes under terms of the tender offer and consent solicitation. All of the tendered notes were accepted for payment.

The company further said that questions regarding the tender offer and consent solicitation could be directed to Salomon Smith Barney at 212 723-6106 or, toll free, at 800 558-4745; Bear, Stearns & Co. Inc. at 212 272-5112 or, toll-free, at 877 696-2327; or Deutsche Bank Securities at 212 469-7466.

Donnelley separately announced Friday that it had completed its previously announced acquisition of Sprint Corp.'s directory publishing business for $2.23 billion in cash. Consummation of the Sprint transaction had been one of the conditions for the completion of the tender offer.

AS PREVIOUSLY REPORTED, R. H. Donnelley Inc., a Purchase, N.Y.-based directory publishing subsidiary of R.H. Donnelley Corp., said on Nov. 25 that it was planning to make a tender offer for all $150 million of its outstanding 9 1/8% notes, and would also begin a related solicitation of noteholder consents to proposed changes in the notes' indenture.

The company said that it was anticipating that the tender offer purchase price (including any related consent payment) would be par plus accrued interest up to the date of repurchase, and that completion of the tender offer would be conditioned upon - among other things - the consummation of the pending acquisition by Donnelley of the Sprint Publishing and Advertising business and related financings.

Donnelley said that the exact terms and conditions of the tender offer and the consent solicitation would be specified in, and would be qualified in their entirety by, the tender offer and consent solicitation statement and related materials scheduled to be distributed to holders of 2008 notes.

The company further said that the offer would be financed with a portion of the expected proceeds of the parent company's $925 million two-part Rule 144A offering of senior notes and senior subordinated notes. Donnelley also said that it would use portions of the bond sale proceeds to partially finance the acquisition of the Sprint directory publishing business and to repay existing senior debt.

On Nov. 26, Donnelley was heard by high yield syndicate sources to have sold $925 million of new bonds in the previously announced two-part deal, a portion of the proceeds of which would be used to finance the tender offer for the 9 1/8% notes.

On Dec. 4, Donnelley said that it had begun the previously announced tender offer for all of its outstanding 9 1/8% notes and a related exit consent solicitation aimed at eliminating substantially all restrictive covenants and certain events of default under the notes' indenture. It said that holders could not tender their notes without delivering consents to the indenture changes and could not deliver consents without tendering their notes.

The tender offer, which began on Dec. 3, was scheduled to expire at 5 p.m. ET on Jan. 2, subject to possible extension. Holders tendering their notes and delivering their consents by the consent deadline of 5 p.m. ET on Dec. 16, also subject to extension, would receive total consideration equal to the tender offer purchase price of 98.5% of the principal amount of notes validly tendered plus an early consent premium equal to 1.5% of the principal amount for total consideration of par value. Holders tendering their notes and delivering their consents after the consent deadline but before the expiration would receive total consideration equal to the tender offer purchase price but would not receive the early consent premium. It said that accrued and unpaid interest would be paid on all validly tendered notes accepted for purchase.

Donnelley said that completion of the tender offer would be conditioned upon, among other things, the consummation of its pending acquisition of the Sprint Publishing and Advertising business and related financings.

On Dec. 16, Donnelley said that it had successfully completed the consent solicitation portion of its tender offer, with the solicitation expiring as scheduled at 5 p.m. ET that day without extension.

Donnelley said that as of the consent deadline, it had received tenders of $128.7 million of the notes, representing approximately 85.8% of the outstanding principal amount, as well as the related consents. It said that holders of those notes would be entitled to receive the total consideration for their notes as previously outlined.

Earlier Friday, Donnelley had extended the tender offer and consent solicitation to 10 a.m. ET that day, subject to possible further extension, from the originally scheduled Jan. 2 expiration.

Donnelley said that as of the original deadline, it had had received tendered notes and related consents from the holders of approximately 85.8% of the notes under terms of the tender offer and consent solicitation.

Grupo TMM begins exchange offer for 12½% '12 notes

Grupo TMM SA said on Friday (Jan. 3) that it had begun an offer to exchange newly issued 12½% senior notes due 2012 which have been registered for unrestricted trading, for all of its existing unregistered notes. The company said that the exchange offer will expire at 5 p.m. ET on Jan. 31, subject to possible extension.

The Bank of New York (call 212 815-6331) is the exchange agent for the offer.

AS PREVIOUSLY ANNOUNCED, Grupo TMM, a Mexico-City-based provider of land and ocean transportation services, said on Aug. 29 that it intended to offer to exchange new debt securities for all of its outstanding 9½% senior notes due 2003 and 10¼%senior notes due 2006. It said the exchange offers would be undertaken consistent with its previously announced plan to extend the company's debt maturities and obtain additional financial flexibility.

TMM said that the terms of the planned exchange, including the interest rate of the new debt securities, had not been finalized, but the securities are expected to be senior unsecured debt of Grupo TMM maturing in 2009. In addition, it said that the new debt securities would be guaranteed on a senior unsecured basis by TMM Holdings SA de CV, a newly-formed, wholly-owned subsidiary of Grupo TMM, which would indirectly hold all of its parent's approximately 51% voting and 38.4% effective economic interest in another subsidiary, Grupo TFM SA de CV, through which Grupo TMM conducts its rail operations.

Grupo TMM further said that in connection with the exchange offers, it expected to solicit consents from the holders of the outstanding 9½% and 10¼% notes, seeking to amend or eliminate certain of the covenants contained in the notes' indentures. It said that holders who tender notes and give their consents prior to the deadline that would be established for the consent solicitation would be entitled to receive a cash consent fee. The amendments would only become effective upon completion of the exchange offers and consent solicitations, which would be described in detail in the official offering material.

Grupo TMM did not formally set down a timetable for the proposed exchange offers and related consent solicitations, other than that the exchange offers would begin once the company has completed its regulatory filings and obtained all necessary governmental authorizations. The company said that it expected that the exchange offers to be completed early in the fourth quarter. Grupo TMM said it had filed a registration statement relating to the exchange offers with the U.S. Securities and Exchange Commission, and was expecting to commence the offers as soon as practicable after the registration statement was declared effective and it had obtained the necessary authorizations from the Comision Nacional Bancaria y de Valores de Mexico.

Grupo TMM said on Dec. 26 that it had begun its previously announced offers to exchange new, longer-maturity debt for all of its outstanding 9½% and 10¼% notes, and said the exchange offers would expire at 5 p.m. ET on Feb. 11, 2003, subject to possible extension.

Grupo TMM said it was offering a like principal amount of its 10¾% percent senior notes due 2009 for the existing notes; the new notes are to be issued at the time the exchange offers close. They will be guaranteed on a senior unsecured basis by TMM Holdings, SA de CV, a wholly owned subsidiary that indirectly owns all of TMM's interest in Grupo Transportacion Ferroviaria Mexicana, SA de CV, which in turn operates TMM's rail operations.

The company said that concurrently with the exchange offers, it was soliciting consents from holders of the existing notes for certain amendments which would eliminate certain restrictive covenants and amend certain other provisions of the respective indentures under which the existing notes were issued. Holders tendering their notes in the exchange offers would be considered to have given their consent to the proposed amendments applicable to the series of existing Notes that they are tendering.

Subject to the terms and conditions contained in the prospectus and letter of transmittal related to the exchange offers and consent solicitations, Grupo TMM said it would pay a cash consent fee in an amount of $5 per $1,000 principal amount of existing notes validly tendered and not subsequently revoked by the consent payment deadline of 5 p.m. ET on Jan. 28, 2003, subject to possible extension.

The obligation of Grupo TMM to consummate either exchange offer is conditioned upon, among other things, receipt of valid and unrevoked tenders representing at least 85% of the outstanding principal amount of the 9½% notes and at least a majority of the outstanding principal amount of the 10¼% notes.

Tenders and the related consents may not be withdrawn at any time after the consent payment deadline, unless it is extended by Grupo TMM with respect to one or both series of existing notes.

Salomon Smith Barney Inc. is acting as the dealer manager for the exchange offers and consent solicitations.

Extendicare extends 9½% '10 note exchange offer

Extendicare Inc. said on Dec. 30 that its wholly owned U.S. subsidiary, Extendicare Health Services, Inc. had extended its pending offer to exchange up to $150 million of newly issued 9½% senior notes due 2010 that have been registered under the Securities Act of 1933 for unrestricted public trading for a like amount of the existing unregistered notes. The company said the exchange offer, which was not publicly announced at the time it began, would expire at 5 p.m. ET on Friday (Jan. 3), subject to possible further extension. It had been previously scheduled to expire at 5 p.m. ET on Dec. 27.

Extendicare, a Markham, Ontario-based healthcare facilities operator, said that as of the previous deadline, approximately $148 million of the existing unregistered notes had been tendered in the exchange offer.

The company said that holders of unregistered notes who do not tender those securities by the expiration deadline will continue to hold unregistered securities and will have no right to compel Extendicare Health Services, Inc. to register such notes under the Securities Act of 1933.

U.S. Bank, NA in Milwaukee is the exchange agent for the offer.

Focus Retail tenders for 11% '10 and 13% '10 notes

Focus Retail Group Ltd. said on Dec. 30 that it began a cash tender offer for all of its outstanding 11% senior notes due 2010 and its 13% redeemable senior notes due 2010. It concurrently began soliciting consent from the holders of the two series of notes to amendments to the notes' indentures.

It set 5 p.m. London time on Jan. 13 as the consent deadline and 5 p.m. London time on Jan. 27 as the offer expiration deadline, both subject to possible extension.

Focus Retail Group, formally Focus Retail Group PLC), a wholly-owned subsidiary of Focus Wickes Ltd. based in Crewe, Cheshire (England), said the total consideration for the 11% notes will be calculated using a fixed spread of 100 basis points over the yield to maturity of the reference security, the 8½% U.K. Treasury Notes due Dec. 7, 2005 and will be priced to reflect a yield to Nov. 1, 2005 (the first call date), in accordance with customary market practice. Total consideration for the 13% notes will be £1,025 per £1,000 principal amount of notes tendered.

Each total consideration will include a consent payment of £30 per £1,000 principal amount payable to holders who tender their notes and deliver their consents by the above mentioned consent deadline. Holders who tender their notes after the consent deadline but before the expiration deadline will receive the total consideration for their notes, minus the consent payment.

Pricing of the offer for the 11% notes is expected to occur two business days prior to the expiration date (tentatively, the pricing date will be Jan. 23), and settlement is expected to occur concurrently with settlement of the 13% notes promptly following the expiration date. Interest on all validly tendered notes that are accepted for payment will be paid from Nov. 1, 2002 up to, but not including the settlement date.

Acceptance of the notes for purchase will be conditioned upon the valid tender of notes and delivery of related consents by holders of at least a majority of the aggregate principal amount of the outstanding notes not subject to any rights of withdrawal, as well as the execution and delivery of a supplemental indenture on the consent payment deadline implementing the proposed amendments to the notes' indenture. The purchase of the tendered notes will be conditioned upon the completion of the sale of Focus Wickes Ltd., the corporate parent of Focus Retail Group.

ING Bank NV, London Branch, is the sole dealer manager for the tender offer and consent solicitation. The Bank of New York and The Bank of New York (Luxembourg) SA are the tender agents for the tender offer and consent solicitation.

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