LIN TV to retire 10% '08 discount notes

LIN TV Corp. said on Friday (Feb. 7) that its LIN Holdings Corp. subsidiary plans to retire two debt issues - its $325 million aggregate principal amount of 10% senior discount notes due 2008 and its $100 million aggregate principal amount of 10% senior discount add-on notes, also due 2008.

Providence, R.I.-based television broadcaster LIN said it would retire the debt using the proceeds of a new $175 million term loan it has obtained at its LIN Television Corp. subsidiary, together with cash on hand and a portion of its existing credit facility.

The call of the notes will be executed as of March 8; the sinking fund payment will be made on March 3, as scheduled.

LIN said the notes - originally issued as zero-coupon discount notes - are scheduled to become cash pay at an interest rate of 10% starting on March 1, with a sinking fund payment of $125 million also scheduled for that date.

The company noted that during the fourth quarter, it repurchased $49 million face amount of notes (out of the total of $425 million originally issued) through negotiated purchases funded with cash on hand. To call the remaining $376 million in outstanding notes, the company will use-in addition to the new $175 million term loan proceeds -- existing cash balances of approximately $150 million, and will draw down up to $70 million under its revolving credit facility. In addition to the face amount, LIN will pay a call premium of approximately $13.5 million.

J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. acted as joint lead arrangers and joint bookrunners for the $175 million term loan. Scotia Capital, Fleet Bank and Morgan Stanley acted as co-documentation agents.

Lexington Precision extends exchange offer for 12¾% notes

Lexington Precision Corp. said on Friday (Feb. 7) that it had again extended its previously announced offer to exchange new debt, plus stock-purchase warrants and a participation payment, for its outstanding 12¾% senior subordinated notes which came due in 2000 but which were not redeemed at that time. The offer was extended to midnight ET on Feb. 12, subject to possible further extension, from the previous Feb. 7 deadline.

Lexington said that as of Feb. 7, holders had tendered $27,209,125 of the notes, or 99.3% of the outstanding amount, unchanged from the amount announced on Oct. 31 and at several subsequent expiration deadline extension announcements. While that has satisfied the 99% minimum tender condition to the exchange offer, the company said that a number of other conditions have not yet been satisfied, including the completion of a new senior secured credit facility on terms satisfactory to the company.

AS PREVIOUSLY ANNOUNCED Lexington Precision, a New York-based manufacturer of rubber and metal components for the automobile and medical devices industries, said on July 10 that it had begun an exchange offer for its $27.412 million of outstanding 12¾% notes. Under the terms of the exchange, which is open only to holders of record (as of July 1) of the existing notes, the company would give them a principal amount of new 11½% senior subordinated notes due 2007 equal to the sum of the principal amount of the outstanding 12¾% notes, plus the accrued interest on those notes from Aug. 1 1999, through April 30 of this year. The company said that accrued interest would total $350.625 per $1,000 principal amount of the existing notes. If all of the outstanding existing notes were to be tendered and the exchange offer completed Lexington Precision would issue new 11½% notes to cover a total of $9.611 million of accrued interest from the existing notes.

Lexington Precision initially said that the exchange offer would expire at midnight ET on Aug. 7, although this deadline was subsequently extended. It said that interest on the new 11½% notes would accrue from May 1 of this year; interest for the three-month period ended July 31 would be paid on the issue date of the 11½% notes, and after that, would be payable quarterly on each November 1, February 1, May 1, and August 1. The company said that holders of the new 11½% notes would also receive a participation fee equal to $22.20 per $1,000 principal amount of 11½% notes issued, payable in three equal installments on Sept. 30, 2002, Dec. 31 and March 31, 2003. Lexington will also issue to the holders of the new notes warrants to purchase 10 shares of common stock per $1,000 principal amount of notes; the warrants would allow their holders to buy the stock at a price of $3.50 per share at any time during the period from Jan. 1, 2004 through Aug. 1, 2007. Prior to Jan. 1, 2004, the warrants will not be detachable from the 11½% notes and will be transferable only as part of a unit with the notes.

The company said that the exchange offer is being undertaken as part of a larger comprehensive financial restructuring plan that would also involve an extension of the company's 10½% senior notes and 14% junior subordinated notes, and a refinancing of the company's senior, secured credit facilities. It said that completion of the exchange offer would be subject to a number of conditions, including the refinancing of Lexington's other debt on satisfactory terms. Completion of the exchange offer would also be subject to the condition that at least 99% of the outstanding 12¾% notes be tendered for exchange and not withdrawn. The company warned that if the exchange offer is completed, it does not presently intend to pay principal or accrued interest on any untendered 12¾% notes. It further said that the exchange offer reflects an agreement in principle that it reached with the four largest holders of its 12¾% notes, who among them control a total of $20.49 million of the 12¾% notes, or 74.7% of the $27.412 million outstanding.

On Aug. 7, the company extended the expiration of the exchange offer to 12 midnight ET on Aug. 30, and on Aug. 30, it said that it had again extended the offer to midnight ET on Sept. 30 and said that it had received tenders of $27,131,875 of the notes, or 98.98% of the outstanding amount, just shy of the 99% minimum tender condition. On Sept. 30, Lexington announced the further extension of the offer to 12 midnight ET on Oct. 18, and said that it had received tenders of $27,208,875 of the notes, or slightly more than 99% of the outstanding amount, satisfying the minimum tender condition to the consummation of the exchange offer. On Oct. 18, the company announced the further extension of the offer to 12 midnight on Oct. 31, subject to possible further extension, and said that as of Oct. 18, some $27,209,125 of the notes, or slightly more than 99% of the outstanding amount, had been tendered.

On Nov. 1, the company announced the further extension of the offer to midnight ET on Nov. 15, subject to possible further extension, from the previous Oct. 31 deadline. It reported the same level of noteholder participation in the offer as previously. The company further announced on Nov. 14 that it was extending the offer to midnight ET on Dec. 4, with the same level of noteholder participation as previously announced. Similar announcements were made on Dec. 4, Dec. 20, Jan. 10 and Jan. 31, extending the offer to-respectively-Dec. 20, Jan. 10, Jan. 31 and Feb. 7, with the same level of noteholder participation as previously announced.

Cathay International Water completes 13% '08 notes tender

Cathay International Water Ltd. said Thursday (Feb. 6) that it had completed its previously announced tender offer for up to $40 million of its outstanding 13% senior notes de 2008, which expired as scheduled at 5 p.m. ET on Feb. 5, with no further extension.

As of the expiration date, $16.988 million of the notes had been validly tendered and not withdrawn under terms of the offer, up from the previously announced participation of $5.84 million. After having determined that the conditions to the consummation of the offer were met, Cathay International accepted for purchase all notes tendered.

Deutsche Bank Trust Co. Americas (call toll-free at 800 735-7777) was the depositary for the offer.

AS PREVIOUSLY ANNOUNCED: Cathay International Water, a Hong Kong-based infrastructure company (formerly known as Cathay International Limited) began its tender offer for up to $40 million of its 13% notes on Dec. 4, initially setting a price of $825 per $1,000.

On Jan. 6, the company said that it had raised the price it was offering in the pending tender offer to $850 per $1,000 principal amount from the previously set $825. The company said it was increasing the price to match that which it had offered in a previous tender, which expired last May.

Cathay International Water said that its tender offer continues to be for $40 million principal amount of the notes.

The company said that it had also extended the expiration date t 5 p.m. ET on Tuesday (Jan. 21) from 5 p.m. ET on Jan. 3 (the offer was subsequently extended again). The company said the extra time was added partly because the previous date fell during a holiday week.

As of the former expiration deadline at 5 p.m. ET on Jan. 3, $4.015 million principal amount of notes had been validly tendered and not withdrawn.

Cathay International Water added that since Jan. 10, 1999, the notes have paid interest at 13.5% due to 50 basis points of special interest required under the terms of the notes.

It said that notes that had already been validly tendered and not withdrawn before the new expiration date would be purchased at the increased price.

On Jan. 22, Cathay said it would increase the cash price it would pay for the 13% notes to par value (i.e. $1,000 per $1,000 principal amount), from its prior price of $850 per $1,000 principal amount. The company said it would also pay accrued but unpaid interest, including Special Interest (as defined below).

It also extended the expiration deadline of the offer to 5 p.m. ET on Feb. 5, subject to possible further extension, from Jan. 21.

Cathay said that as of 5 p.m. ET on Jan. 21, $5.84 million in aggregate outstanding principal amount of notes had been validly tendered and not withdrawn under the terms of the offer, up from the $4.015 million tendered under the previous deadline on Jan. 3.

Grupo TFM completes exchange offer for 12 ½% '12 notes

Grupo Transportacion Ferroviaria Mexicana, SA de CV said on Thursday (Feb. 6) that its subsidiary, Transportacion Ferroviaria Mexicana, SA de CV, has successfully completed its previously announced offer to exchange up to $180 million of new 12½% senior notes due 2012, which have been registered for public trading, for a like amount of its outstanding unregistered notes, which expired on Jan. 31 without extension.

As of the expiration, holders of approximately $179.675 million in principal amount of the existing notes - representing nearly 100% of the total principal amount - had tendered their outstanding notes for an equal principal amount of the new registered notes, which are identical in all material respects to the terms of the existing notes, except for the transfer restrictions and registration rights relating to those existing notes.

The Bank of New York (call the Corporate Trust Operations, Reorganization Unit at 212 815-6331) was the exchange agent for the offer.

AS PREVIOUSLY ANNOUNCED: Grupo TFM, a Mexico City-based railroad operator, said on Jan. 3 that its TFM subsidiary, had begun the exchange offer for all of the outstanding 12½% notes.

It set 5 p.m. ET on Jan. 31 as the expiration deadline for the offer, subject to possible extension.

Separately, the parent company of Grupo TFM, Grupo TMM SA said on Dec. 26 that it had begun an unrelated offer to exchange new, longer-maturity debt for all of its outstanding 9½% senior notes due 2003 and its 10¼% senior notes due 2006. The exchange offers are scheduled to expire at 5 p.m. ET on Feb. 11, subject to possible extension.

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