Forest Oil completed 10½% '06 notes redemption

Forest Oil Corp. (Ba3) said on Thursday (Feb. 13) that it had redeemed the remaining $66 million of its 10½% senior subordinated notes due 2006 at 105.25% of par ($1,052.50 per $1,000 principal amount).

The company said that a loss of approximately $4 million before income tax effects will be recorded in the 2003 first quarter in connection with the redemption. The redemption was funded by borrowings under Forest's senior credit facility.

AS PREVIOUSLY ANNOUNCED: Forest Oil, a Denver-based independent oil and gas exploration and production company, said on Jan. 15 that it had completed the redemption of its outstanding 10½% notes at 105.25% of par.

Forest said that the principal amount of the securities redeemed was $65.97 million, out of the $100 million originally issued in January, 1999, 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.

Primus Telecom bought notes in and after fourth quarter

Primus Telecommunications Group Inc. (Caa3) said Thursday (Feb. 13) that during the 2002 fourth quarter ended Dec. 31, it purchased $21 million in principal amount of its high-yield notes for $11 million in open-market transactions. This resulted in an extraordinary gain for the quarter of $9 million.

Primus also said in its fourth-quarter earnings release announcement that at the end of 2002, it had total long-term debt of $591 million, comprised of $369 million of senior notes, $71 million of convertible debentures, and $151 million of vendor and other debt. During the fourth quarter, the company spent $7 million on capital expenditures, $11 million to purchase long-term debt in the open market, as noted, and approximately $13 million in interest payments.

The company further said that since the end of 2002 it has spent $36 million to purchase $44 million principal amount of senior notes with a maturity date of August 2004. With this purchase, Primus has reduced the amount of senior notes due in August 2004 to $43.6 million. Correspondingly, its run rate interest expense on its total debt will be approximately $14 million per quarter going forward.

Primus additionally said that it will continue to evaluate and determine, depending upon market conditions and other factors, the most efficient use of its capital; among the options it mentioned was possibly purchasing, refinancing, exchanging or retiring certain of the company's outstanding debt securities in the open market "or by other means to the extent permitted by its existing covenant restrictions."

Primus said that while it has suspended discussions it had been conducting with certain of its high-yield bondholders, it "remains receptive to proposals made by individual holders."

AS PREVIOUSLY ANNOUNCED: Primus, a McLean, Va.-based telecommunications operator, said on Jan. 30 that it had purchased $64.15 million principal amount of its high yield debt for $46.9 million (excluding accrued interest payments).

The said that in particular, it had bought back $43.65 million principal amount of its 11¾% senior notes due 2004, $18.8 million principal amount of its 9 7/8% senior notes due 2008, and $1.7 million principal amount of its 11¼% senior notes due 2009.

The repurchased debt had annual interest payments of $7.2 million, and represents $19.3 million in future cash interest savings (assuming the bonds were held to maturity). The company said that including the current purchases, it had reduced the outstanding amount of its high yield bonds to $326 million, and had purchased slightly over 50% of the outstanding bond issue that is due in August, 2004.

Primus added that the bond buyback "directly addresses the near-term liquidity issues certain investors had raised." It said that it intends to pursue additional initiatives to reduce its debt further."

Alestra launches tender and exchange offers for 12 1/8% '06, 12 5/8% '09 notes

Alestra, S de RL de CV said Thursday (Feb. 13) that it had launched cash tender offers, exchange offers and consent solicitations for all of its outstanding 12 1/8% senior notes due 2006 and 12 5/8% senior notes due 2009.

Alestra, a provider of telecommunications services in Mexico based in San Pedro Garza Garcia, Mexico, said the offers will expire at 11:59 p.m. ET on March 13, subject to possible extension.

The company is looking to offer either $970 principal amount of new senior step-up notes due May, 2008 and an early consent payment of $30 principal amount of those new notes OR a cash payment of $400 and an early consent payment of $30 per $1,000 principal amount of the outstanding 12 1/8% notes. The 2008 step-up notes will pay cash interest of 5% until May, 2006 and 7% thereafter.

It will offer either $970 principal amount of new senior step-up notes due February, 2011, and an early consent payment of $30 principal amount of those new notes OR a cash payment of $400 and an early consent payment of $30 per $1,000 principal amount of the outstanding 12 5/8% notes. The 2011 step-up notes will pay cash interest of 5% until August, 2006 and 8% thereafter.

The early consent payments - either in cash or in new step-up notes - will be payable only to those holders of senior notes who tender their notes by the early consent payment deadline of 11:59 p.m. ET on Feb. 27, subject to possible extension. Holders of Alestra's outstanding senior notes will be able to elect the applicable exchange offer, cash tender offer, or both, subject to pro ration. Holders who tender their senior notes in the offers will not receive any accrued and unpaid interest on those notes.

Alestra said that if the offers are consummated, the restructuring, including the tender offers, the early consent payments and expenses, will be financed by a capital contribution from Alestra's shareholders in the amount of $80 million, which will be provided 51% by Onexa and 49% by AT&T. The offers are conditioned, among other things, on the receipt of tenders of at least 95% of the outstanding senior notes.

Morgan Stanley & Co. Inc. is acting as dealer manager and solicitation agent for the cash tender offers, exchange offers and the consent solicitations. D.F. King (call 212 269-5550) is the information agent.

Grupo TMM extends exchange offers for 9½% '03, 10¼% '06 notes

Grupo TMM SA said on Wednesday (Feb. 12) that it has extended the expiration date of its previously announced exchange offers 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 offer were extended to 5 p.m. ET on Feb. 18, subject to possible further extension, from the original Feb. 11 deadline. As of 5 p.m. ET on Feb. 11, $54.198 million of the 9½% notes, or approximately 30.64% of the outstanding amount, and $109.164 million of the 10¼% notes, or 54.58% of the outstanding amount, had been tendered and not withdrawn.

That fulfills the minimum tender condition of at least a majority of the 10¼% notes; the 85% minimum tender condition for the 9½% notes remains unmet at this time.

Salomon Smith Barney Inc. is acting as the dealer manager for the exchange offers and consent solicitations. Mellon Investor Services (call toll-free at 888 689-1607; banks and brokers call 917 320-6286) is the information agent.

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% and 10¼% notes. 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.

On Dec. 26, Grupo TMM said 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 (this deadline was subsequently extended).

Grupo TMM said it would offer a like principal amount of its new 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 also 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 being tendered.

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, subject to possible extension.

The company said the obligation of Grupo TMM to consummate either exchange offer would be 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.

It said tenders and the related consents could not be withdrawn at any time after the consent payment deadline, unless that deadline were to be extended by Grupo TMM with respect to one or both series of existing notes.

Crown Cork & Seal sells bonds; proceeds to fund tenders for existing notes

Crown Cork & Seal Co. Inc. (B1/CCC+) was heard by high yield syndicate sources to have successfully sold approximately $2.1 billion of new dollar- and euro-denominated notes on Tuesday (Feb. 11), with a portion of the deal proceeds expected to be used to finance previously announced tender offers for four series of its existing notes. The transactions are part of the company's previously announced comprehensive refinancing program.

Salomon Smith Barney Inc. (call toll-free at 800 558-3745 or collect at 212 723-6106) is acting as dealer manager for the tender offers. The information agent and depositary is Mellon Investor Services LLC (call 800 903-7594).

AS PREVIOUSLY ANNOUNCED: Crown Cork & Seal, a Philadelphia-based maker of beverage cans and other packaging for consumer products, said on Jan. 29 that it would embark on a comprehensive refinancing plan valued at more than $3 billion, which would consist of $1.05 billion of first lien bank debt, the issuance of $1.75 billion in senior secured second and third lien notes, and the receipt of gross proceeds from the issuance of convertible notes and debt-for-equity exchanges totaling $325 million. The plan would result in substantially all of the company's debt having stated maturities in 2006 and beyond.

The plan envisions the refinancing of approximately $900 million of Crown Cork's senior notes, including all of the notes scheduled to mature in 2003 and approximately $300 million of the notes due in 2004 and 2005. A portion of the proceeds from the refinancing will also be used to refinance the company's existing revolving credit facility, which is scheduled to mature in December, as well as to pay fees and expenses associated with the refinancing.

Crown Cork expected the refinancing to be completed by the end of the first quarter.

On Feb. 4, Crown Cork officially announced that it had begun concurrent tender offers for four series of notes issued by the company and two financing subsidiaries, as part of the refinancing plan.

Crown Cork said it would tender for its $194.5 million of outstanding 6¾% notes which are scheduled to mature on April 15, and $192.25 million of outstanding 8 3/8% notes due 2005. It is also tendering for the $193.5 million of 6¾% notes issued by its Crown Cork & Seal Finance plc unit and the $184.25 million of outstanding 6¾% notes issued by its Crown Cork & Seal Finance SA subsidiary. The latter two series of notes are both scheduled to mature on Dec. 15.

Crown Cork will repurchase the 6¾% notes due April 15 at a cash price of 100.5% of their principal amount (i.e. $1,005 per $1,000 principal amount), and will repurchase the other three series at in cash at par. It will also pay all tendering holders accrued and unpaid interest up to, but not including, the settlement date.

The tender offers are being made independently of one another, and all are currently scheduled to expire at 12:01 a.m. ET on March 5, subject to possible extension. Completion of the applicable tender offer is subject to the satisfaction or waiver of various conditions, including the condition that Crown Cork's refinancing plan is consummated on terms satisfactory to the company.

Resource America plans exchange offer for 12% '04 notes

Resource America, Inc. (Caa1) said on Tuesday (Feb. 11) that it had filed an S-4 registration statement with the Securities and Exchange Commission for a proposed offer to exchange a combination of its new 12% senior notes due 2008 and a pro rata portion of $10 million in cash for its outstanding 12% senior notes due 2004. The company also plans a consent solicitation seeking noteholder approval to eliminate and/or amend certain restrictive covenants and other provisions in the indenture governing the existing notes.

Resource America, a Philadelphia-based proprietary asset management company , said it would offer to exchange - at the noteholders' option - either at the holder's option, either $1,000 principal amount of the new 2008 notes OR $1,000 in a combination of cash plus new notes per $1,000 principal amount of the existing 2004 notes. The company plans to issue up to $65.336 million of new notes for the purposes of the exchange offer.

The company said that if a noteholder elects the combination notes and cash option, the holder will receive, for each $1,000 of the existing notes tendered for exchange, an amount of cash equal to the holder's pro-rata portion of the $10 million total cash component, based upon the total amount of tendered existing notes electing this option. The balance of the $1,000 will be paid in the form of a new note with a principal balance equal to the difference between $1,000 and the pro rata cash amount.

A holder may elect to limit the maximum amount of cash it receives. If all holders elect the cash-plus-new-notes option without limitation on the maximum amount of cash they wish to receive, a holder will receive $153.05 in cash and $846.95 principal amount of new notes per $1,000 principal amount of existing notes exchanged. The new notes will be subject to rounding and will be issued in denominations of $1,000.

In connections with the related consent solicitation, Resource America said that the tender of existing 2004 notes in the exchange offer will constitute a consent to the proposed indenture changes. It is offering to pay a consent payment of $60 per $1,000 principal amount of existing notes tendered in the exchange offer under either payment option. Tenders of the 2004 notes may be withdrawn and consents revoked at any time before the expiration of the exchange offer.

Resource America did not outline a specific timetable for the offer and did not set an expiration date.

It said that its obligation to complete the exchange offer and consent solicitation would be subject to the satisfaction of several conditions, including the tender of at least a majority of the outstanding existing notes, together with related consents, and Resource America obtaining consents from certain of its lenders to the subsidiary guarantees of the new notes.

The company concurrently announced the filing of an SEC form S-3 relating to the proposed issuance in a public offering of up to $30 million of new 12% senior notes due 2008 (separate from any notes to be issued to holders of the 2004 notes as part of the exchange offer) . The notes issued in the exchange offer and consent solicitation and the registered public offering will be issued under the same indenture.

The exchange offer, consent solicitation and public offering will commence as soon as practicable after the registration statements are declared effective by the SEC.

Bear, Stearns & Co. Inc. and Friedman, Billings, Ramsey & Co., Inc., will be the exclusive dealer managers for the exchange offer and current solicitation, and will be joint bookrunners for the public offering.

http://www.sec.gov/Archives/edgar/data/83402/000095011603001563/s-4.txt

McDermott repays MTNs

McDermott International Inc. (Ba3) on Tuesday (Feb. 11) announced the early repayment of its $9.5 million McDermott Inc. Series A medium term notes, which were due in four tranches beginning June 26 through July 2. The repayment was scheduled to be made Tuesday in the form of an irrevocable deposit to the trustee for the notes.

McDermott, a New Orleans-based international energy services company, concurrently announced that that it has entered into definitive agreements with its existing lenders providing for a new credit facility to replace its existing J. Ray McDermott and McDermott and BWX Technologies bank credit facilities, which were scheduled to expire on Feb. 21. The credit facility initially provides for borrowings and issuances of letters of credit in an aggregate amount of up to $180 million, with certain sublimits on the amounts available to J. Ray McDermott and BWX.

The existing $100 million McDermott and BWX facility was canceled resulting in the return to the company of $105 million in cash collateral. This will be used, together with $10 million of McDermott cash, to provide J. Ray McDermott and BWX with intercompany loans in the amount of $90 million and $25 million, respectively. J. Ray and BWXT will use the proceeds from those intercompany loans for working capital needs and general corporate purposes.

The credit facility, which will expire on Apr. 30, 2004, is guaranteed by McDermott and by various subsidiaries of J. Ray McDermott.

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