Houghton Mifflin tenders for 7% '06 notes

Houghton Mifflin Co. said Thursday (Jan. 16) that it had begun a tender offer for all $125 million aggregate principal amount of its 7% senior notes due 2006, as well as a related solicitation of consents to proposed indenture changes.

Houghton Mifflin, a Boston-based book publisher, said that the tender offer is scheduled to expire at 12 a.m. ET on Feb. 13, 2003, and set a consent deadline of 5 p.m. ET on Jan. 23, with both deadlines subject to possible extension.

The company said that it would pay a purchase price of $1,080 per $1,000 principal amount of notes validly tendered and accepted for purchase, plus accrued and unpaid interest up to, but not including, the payment date.

In addition, noteholders who provide consents to the proposed amendments by the aforementioned consent deadline would receive a consent payment of $20 per $1,000 principal amount.

The tender offer is conditioned on, among other things, the receipt by the company of valid and unrevoked consents from the holders of at least a majority of the outstanding notes by the consent deadline, as well as Houghton Mifflin's ability to draw on funds to purchase the notes under its senior credit facility.

Goldman, Sachs & Co. (call the Liability Management Group at 800 828-3182) and CIBC World Markets (call Brian Perman at 212 885-4489) are the dealer-managers for the tender offer. Mellon Investor Services LLC (individuals call toll free at 888 634-6366; banks and brokerage firms call 917 320-6286) is the information agent.

Boyd Gaming completes tender offer for 9½% '07 notes

Boyd Gaming Corp. (B1/B+) said on Wednesday (Jan. 15) that it has completed its previously announced tender offer for all of its outstanding 9½% senior subordinated notes due 2007, which expired as scheduled at 5 p.m. ET on Tuesday (Jan. 14) without extension.

Boyd said that as of that deadline, it had accepted for purchase $134.769 million of the notes (approximately 54%), of the $250 million outstanding principal amount.

Boyd noted that as previously announced, it has called any remaining outstanding 9½% notes, with redemption scheduled for Jan. 29, but it also said that "from time to time," it may acquire notes through open market purchases, privately negotiated transactions or otherwise.

Lehman Brothers (call Rad Antonov at 212 528-7581 or toll-free at 800 438-3242) and Deutsche Bank Securities served as the dealer managers for the tender offer. D.F. King & Co., Inc. (call 800 628-8510) was the Information Agent.

AS PREVIOUSLY ANNOUNCED: Boyd Gaming, a Las Vegas-based gaming company, said on Dec. 12 that it planned to commence a cash tender offer to purchase all of its outstanding $250 million of 9½% notes and set 5 p.m. ET on Jan. 14, 2003 as the expiration for the tender offer, and 5 p.m. ET on Dec. 30 as the early tender deadline, both subject to possible extension.

Boyd said that under the terms of the proposed offer, the total consideration to be paid for each note validly tendered by the early tender deadline and accepted for payment would be $1,047.50 per $1,000 principal amount of notes tendered, plus accrued and unpaid interest. The total consideration would include an early tender premium of $10 per $1,000 principal amount where applicable. Holders tendering notes after the early tender deadline had passed but prior to the expiration of the tender offer would receive $1,037.50 per $1,000 principal amount of notes validly tendered and accepted for payment, plus accrued and unpaid interest.

It said that tenders of notes made prior to the Dec. 30 early tender deadline could not be validly withdrawn or revoked, unless Boyd were to reduce the tender offer consideration or the principal amount of notes subject to the tender offer or would be otherwise required by law to permit withdrawal. Tenders of notes made after the early tender deadline could be validly withdrawn at any time until the expiration deadline.

Boyd said that the tender offer would be conditioned upon the consummation of its proposed issuance of senior subordinated notes due 2012 (Boyd concurrently announced plans to sell $300 million of the notes), regulatory approvals and certain other conditions.

It said that it planned to call for redemption any 9½% notes remaining outstanding after completion of the tender offer, in accordance with the notes' indenture. The redemption, at the applicable price of $1,047.50 per $1,000.00 of principal amount, plus interest accrued and unpaid to the redemption date, would take place as soon as practicable upon consummation of Boyd's proposed issuance of its new senior subordinated notes due 2012.

On Dec. 13, Boyd Gaming was heard by high yield syndicate sources to have sold $300 million of the new 7¾% senior subordinated notes due 2012, proceeds of which were slated to be used to fund the tender offer.

On Dec. 16, Boyd said that it had begun a cash tender offer to purchase all of its outstanding 9½% notes under the previously announced terms.

Boyd said on Dec. 30 that it had notified the trustee for its 9½% notes that, as previously announced, it would redeem in full any and all notes still outstanding following the expected completion of the tender offer.

Boyd said that the redemption of any remaining notes would take place on Jan. 29, at a redemption price of $1,047.50 per $1,000 principal amount of notes, plus accrued and unpaid interest up to the redemption date. The company said that the redemption would be funded from the net proceeds from Boyd's recently completed private placement of $300 million new 7¾% senior subordinated notes due 2012.

The company said that State Street Bank and Trust Co. in Boston would be the paying agent for the redemption. It said a notice of redemption containing information required by the terms of the indenture governing the 9½% notes would be mailed to noteholders.

Forest Oil redeems 10 ½% '06 notes

Forest Oil Corp. said Wednesday (Jan. 15) that it had completed the redemption of its outstanding 10 ½% senior subordinated notes at a redemption price of 105.25% of principal amount

The Denver-based independent oil and gas exploration and production company said that the principal amount of the securities redeemed was US$65.97 million, and that the redemption - which had not been publicly announced by the company at the time it commenced - was made in accordance with the issuer's optional redemption rights.

Actuant retired some 13% notes in first fiscal quarter

Actuant Corp. said on Tuesday (Jan. 14) that it had retired $9.4 million (gross principal amount) of its 13% notes acquired through open market purchases during the first quarter of fiscal 2003.

The Milwaukee-based diversified industrial company said in its 10-Q filing with the Securities and Exchange Commission that it had recorded a pre-tax charge of $2 million related to the redemption of the notes, consisting of the $1.7 million bond redemption premium payment and a $300,000 non-cash write-off of the associated debt discount and debt issuance costs.

Eco-Bat Technologies tendering for 9 1/8% '07 bonds

Eco-Bat Technologies plc (B1) confirmed that the company is tendering for its £65 million of 9 1/8% guaranteed bonds due 2007. The company was heard by high yield market participants to be offering to repurchase the bonds at par, plus accrued interest, and that the tender offer would expire on Jan. 23.

The British-based battery recycler said that the tender offer would be funded with a portion of the proceeds from the company's upcoming offer of £185 million of 10-year notes, with the remainder of the proceeds slated to be used to fund acquisitions.

Schroeder Salomon Smith Barney (44 0 207 986-9000) and Credit Suisse First Boston (44 0 207 888-8888) are the dealer managers for the tender offer and are joint lead-managing the bond offering as well.

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