Anthony Crane to start exchange for 13 3/8% notes due 2009

Anthony Crane Rental Holdings, LP and Anthony Crane Holdings Capital Corp. said they are offering to exchange their existing 13 3/8% senior discount debentures due 2009 for new securities that pay interest in kind at a higher rate for the next year and then cash at a lower rate after that. There will also be a consent solicitation.

The Pittsburgh-based joint issuers are offering $1,000 principal amount of the new notes for each $1,000 principal amount of the existing securities, according to a filing with the Securities and Exchange Commission. There is currently $155 million principal amount of the 13 3/8% debentures outstanding.

Interest on the new debentures will accrue through Feb. 1, 2004 as additional principal at the rate of 16 3/8% a year. After Feb. 1, 2004 interest will be paid in cash beginning with the Aug. 1, 2004 payment at a rate of 12 3/8% a year. In addition, extra principal will be added to the old debentures at the 16 3/8% rate for the six months to Feb. 1, 2003.

The new debentures will mature on Feb. 1, 2009, six months earlier than the existing bonds.

Covenants in the new debentures will include a modified definition of permitted indebtedness to allow credit facility borrowings without regard to the company's fixed charge coverage ratio.

Full details of the offer will be disclosed in a future filing with the Securities and Exchange Commission.

http://www.sec.gov/Archives/edgar/data/1070316/000095013103001377/dt3.htm

Millicom Cellular again extends exchange offer for 13½% '06 notes

Millicom International Cellular SA (Caa3) said on Monday (March 17) that it had extended its previously announced offer to exchange new debt for its outstanding 13½% senior subordinated discount notes due 2006, and the related consent solicitation. The offer was extended to 5 p.m. ET on March 21, subject to possible further extension, from the previous March 14 deadline.

The company said that the rights of withdrawal for those bondholders who have already tendered their acceptance to the exchange offer and consent solicitation shall continue until the new expiration date, in accordance with the terms of the private offering documents.

AS PREVIOUSLY ANNOUNCED: Millicom, a Bertrange, Luxembourg-based telecommunications investor, said on Jan. 21 that it had begun an offer to exchange two issues of new debt for all of the outstanding 13½% notes, and had also begun a related solicitation of noteholder consents to proposed indenture changes.

Millicom initially said that the exchange offer and consent solicitation would expire at 5 p.m. ET on Feb. 20 (this was subsequently extended).

It said that the exchange offer was being made in a private offering only to U.S. holders of the existing notes who could be considered either "qualified institutional buyers" or "accredited investors" or to holders who are not "U.S. persons," as all of these terms are defined by the Securities Act of 1933.

The company said that holders of the existing notes validly tendering them for exchange would receive $600 of Millicom's newly issued 9% senior notes due 2005, plus $75 of Millicom's newly issued 4% senior convertible PIK (payment-in-kind) notes due 2005 per $1,000 of the existing notes.

It noted that the new 4% notes would be convertible into Millicom's common stock at any time after April 1 at a conversion price of $5 per share, which could result in a dilution to existing Millicom stockholders of approximately 22% (assuming the company issues no additional PIK notes in lieu of cash interest). At their maturity or upon their redemption, Millicom - at its option - may pay the then-outstanding principal amount of the 4% notes in whole or in part, plus the accrued and unpaid interest on the notes, either in cash or in shares of its common stock.

Millicom said that its wholly owned Millicom International Operations BV subsidiary will irrevocably and unconditionally guarantee both the new 9% notes and the new 4% notes.

On Feb. 20, Millicom said that it had extended the exchange offer to 5 p.m. ET on Feb. 28, subject to possible further extension, from the original Feb. 20 deadline.

Millicom also confirmed that it had been notified that an ad hoc committee of bondholders had been formed and had retained Houlihan Lokey Howard & Zukin as financial advisers and Orrick, Herrington & Sutcliffe as legal advisers. Millicom said it had conversations with this ad hoc committee, and was extending the exchange offer and consent solicitation "to facilitate the continued dialogue."

Millicom said on March 3 that it had again extended the exchange offer to 5 p.m. ET on March 7, subject to possible further extension, from the previous Feb. 28 deadline, and on March 7 said that it had again extended the offer to 5 p.m. ET March 14 from March 7.

The company said that the rights of withdrawal for those bondholders who had already tendered their acceptance to the exchange offer and consent solicitation would continue until the new expiration date, in accordance with the terms of the private offering documents.

Colt Telecom cancels certain notes it had bought back

Colt Telecom Group plc (B1/B+) said on Monday (March 17) that following the purchase of certain of its bonds by its Colt Telecom Finance Ltd. subsidiary, the bonds had now been cancelled.

Colt said that it cancelled $45.2 million accreted principal amount of its originally issued $314 million of 12% senior discount notes due December, 2006; DM17.2 million face amount of its DM150 million of 8 7/8% senior notes due November, 2007; DM43.6 million face amount of its DM600 million of 7 5/8% senior notes due July, 2008; £8.8 million face amount of its £50 million of 10 1/8% senior notes due November 2007; €27 million face amount of its €320 million of 7 5/8% senior notes due November, 2009; €8.9 million accreted principal amount of its €295 million of 2% senior convertible notes due March, 2006; €26.8 million accreted principal amount of its €368 million of 2% senior convertible notes due December 2006; and €31.3 million accreted principal amount of its €402.5 million of 2% senior convertible notes due April 2007.

AS PREVIOUSLY ANNOUNCED, Colt Telecom, a London-based provider of business and telecommunications services in Europe, has recently bought back dollar-, euro- and/or sterling- denominated bonds on a number of occasions through its Colt Telecom Finance Ltd. subsidiary. Colt said on Feb. 28 that it had purchased dollar-, euro- and sterling-denominated bonds with a total face value or accreted amount of £34 million, for a cash outlay of £13 million.

On March 4, Colt said it had made further purchases of £5.9 million (total face value or accreted amount) of outstanding dollar- and euro-denominated bonds, for a cash outlay of £2.2 million. Colt said on March 8 that it had purchased more dollar-, sterling- and euro-denominated bonds with a total face value or accreted amount of £14 million, for a cash outlay of £8 million. On March 18, Colt said that it had bought back a further £9 million of its dollar-and euro-denominated bonds for £5 million of cash. On May 16, Colt said it had purchased a further £10 million of its dollar- and euro-denominated bonds for a cash outlay of £4 million, and on May 20, it bought back a further £14 million of its dollar- and euro-denominated bonds at a cost of £6 million. On May 24, Colt said that it had bought back a further £11 million of its dollar- and euro-denominated bonds at a cost of £6 million. On June 10, Colt said that it had bought back a further £18 million of its dollar- and euro-denominated bonds at a cost of £9 million. On June 19, Colt said that it had bought back a further £2 million of its dollar- and euro-denominated bonds at a cost of £1 million. On June 26, Colt said that it had bought back a further £11 million of its dollar- and euro-denominated bonds at a cost of £5 million. On July 1, Colt said that it had bought back a further £10 million of its euro-denominated bonds at a cost of £4 million. On Aug 1, Colt said that it had bought back a further £13 million of its sterling- and euro-denominated bonds at a cost of £6 million. On Sept. 9, Colt said that it had bought back a further £20 million of its dollar-, sterling- and euro-denominated bonds at a cost of £11 million. On Sept. 16, Colt said that it had bought back a further £9 million of its dollar-, sterling- and euro-denominated bonds at a cost of £5 million. Colt said that it had bought back a further £20 million of its dollar-, sterling- and euro-denominated bonds at a cost of £11 million. The company said on each occasion that it has no intention to sell the notes it has purchased, adding that arrangements may be made "in due course" to cancel such notes. Colt also said each time that it may buy additional bonds in the future.

Early consent deadline expires for Alestra tender and exchange offers

Alestra, S de RL de CV (Ca) said on Friday (March 14) that the early consent payment deadline for its previously announced cash tender offers, exchange offers and consent solicitations for its outstanding 12 1/8% senior notes due 2006 and 12 5/8% senior notes due 2009 had expired as scheduled at 11:59 p.m. ET on Thursday (March 13), with no further extension. Alestra said that as of that deadline, it had not received the requisite consents required for it to consummate the exchange offers and the cash tender offers.

However, as outlined in Alestra's prospectus dated Feb. 28, the offers remain open until the previously announced expiration date of March 27, subject to possible further extension.

The company said that if tenders and consents are received from holders representing the requisite 95% of the principal amount of Alestra's outstanding senior notes by March 27, those holders who tendered their notes and granted consents prior to the early consent payment deadline will receive the early consent fee as detailed in Alestra's prospectus.

Morgan Stanley & Co. Inc. (contact Heather Hammond at 212 761-1893 or 800 624-1808; international callers call collect at +1 212 761-1893) 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.

AS PREVIOUSLY ANNOUNCED, Alestra, a provider of telecommunications services in Mexico based in San Pedro Garza Garcia, Mexico, said on Feb. 13 that it had launched cash tender offers, exchange offers and consent solicitations for all of its outstanding 12 1/8% and 12 5/8% notes ($270 million of the 12 1/8% notes and US$300 million of the 12 5/8% notes had been issued in May, 1999; the company did not disclose the amount of either note currently outstanding).

Alestra initially said the offers would expire at 11:59 p.m. ET on March 13 (this deadline was subsequently extended).

The company said it would 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 said it would 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 company said the early consent payments - either in cash or in new step-up notes - would be payable only to those holders of senior notes tendering their notes by the early consent payment deadline of 11:59 p.m. ET on Feb. 27 (this initial deadline was subsequently extended). Holders of Alestra's outstanding senior notes would be able to elect the applicable exchange offer, cash tender offer, or both, subject to pro ration. Holders tendering their senior notes in the offers would 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.

On Feb. 27, Alestra said that it had that it had extended its previously announced cash tender offers, exchange offers and consent solicitations to 11:59 p.m. ET on March 27, subject to possible further extension, from the originally announced March 13 deadline. The early consent deadline for the offers was extended to 11:59 p.m. ET on March 13, subject to possible further extension, from the originally announced Feb. 27.

The company said that holders who had already tendered their notes under the terms of the exchange offers or the cash tender offers could withdraw those tendered notes at any time prior to March 13.

On Feb. 28, Alestra said that it would conduct a special meeting on March 7 in New York to discuss its fourth-quarter earnings and to update its noteholders and analysts on the progress of the restructuring and the cash tender offers, exchange offers and consent solicitations for the 12 1/8% and 12 5/8% notes. It also outlined the details for a telephone conference call to allow those who could not attend the meeting to still participate, as well as details of the recorded replay of the conference call.

Talk America buys back some additional 12% ' 07 notes, pre-pays some 8% converts

Talk America Holdings said on March 10 that it had purchased $3 million principal amount of its 12% senior subordinated notes due 2007 on the open market, and, in connection with the transaction, had prepaid $1.2 million of its 8% convertible notes due 2006.

The company said it would record a non-cash gain of $700,000 related to the purchase of the 12% notes. As a result of these transactions, its total debt has been reduced to $91.2 million.

AS PREVIOUSLY ANNOUNCED, Talk America, a Reston, Va.-based integrated communications provider, said on Feb. 14 that it has purchased $4 million principal amount of the 12% notes on the open market and, in connection with that transaction, had prepaid $1.5 million of the 8% convertible notes.

Talk America said it would record a non-cash gain of $1 million related to the purchase of the 12% notes; the transactions, totaling $5.5 million, cut the company's total debt to $95.4 million.

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