Freeport-McMoRan revises, extends tender offer for 7½% '06 notes

Freeport-McMoRan Copper & Gold Inc. (B3/B-) said on Thursday (April 3) that it had revised the terms of its previously announced tender offer for its 7½% senior notes due 2006, and had extended the offer to midnight ET on April 16, subject to possible further extension, from the original April 3 deadline.

The company increased the consideration it will pay to tendering holders to $1,030 per $1,000 principal amount of notes tendered, plus accrued and unpaid interest, from the originally announced $1,010 per $1,000 principal amount, plus interest.

It said that as of Wednesday (April 2), $42.302 million of principal amount of the notes, or approximately 21% of the outstanding amount, had been tendered.

Freeport-McMoRan also said that the terms of its previously announced, separate but concurrent tender offer for its outstanding 7.20% senior notes due 2026 (which are putable this November), including the consideration to be paid to the noteholders, would remain unchanged, and the April 3 expiration deadline remains in effect.

As of April 2, $73.144 million principal amount of the 7.20% notes, or approximately 29% of the outstanding amount, had been tendered.

Freeport-McMoRan, raised slightly its estimate of the aggregate amount of cash it expects to spend for the tendered notes, to approximately $459 million, from the originally announced $455 million, assuming all of the outstanding notes are tendered. It estimates its current cash position at $750 million, down from approximately $800 million when the tender offer was announced.

J.P. Morgan Securities Inc. (call toll-free at 800 245-8812) is dealer manager and Georgeson Shareholder Communications Inc. (call toll-free at 866 775-2735) is information agent for the tender offers.

AS PREVIOUSLY ANNOUNCED: Freeport -McMoRan , a New Orleans-based international copper, gold and silver mining company, said on March 6 that it had begun tender offers for all of its outstanding 7.20% and 7 ½% notes, and set 5 p.m. ET on April 3 as the expiration deadline, subject to possible extension.

Freeport-McMoRan said that it would purchase both series of notes at a price of $1,010 per $1,000 in principal amount, plus accrued and unpaid interest.

The company said that it estimated that the aggregate amount of cash it expected to spend for the tendered notes would be approximately $455 million, assuming all of the outstanding notes were tendered. It said that as a result of its previously reported recent financing transactions - including the sale of $500 million new 10 1/8% senior notes due 2010 on Jan. 24 - its current cash position approximated $800 million.

The company said the tender offers were being made independently of the other, and that the completion of each tender offer would not be conditioned on a minimum amount of notes being tendered.

Sweetheart Cup completes exchange offer for 12% '03 notes

Sweetheart Cup Company Inc. (Caa2) said on Wednesday (April 2) that it had successfully completed its previously announced offer to exchange new debt for its outstanding 12% notes scheduled to come due on Sept. 1.

The offer expired as scheduled at 5 p.m. ET on Tuesday (April 1) without further extension. As of the expiration, a total of approximately $93 million in aggregate principal amount of the 12% notes (about 85% of the outstanding amount) had been tendered in the exchange offer and related consent solicitation.

Sweetheart said that it had advised Wells Fargo Bank Minnesota, NA, the exchange agent for the exchange offer and consent solicitation, that all validly tendered notes have been accepted for exchange, and that all of the conditions to the offer - including the condition that at least 90% of the aggregate principal amount of outstanding notes be tendered - have been waived by Sweetheart or satisfied.

The company further said that the indenture governing the new notes will be executed by Sweetheart and Wells Fargo Bank Minnesota, as trustee, and the exchange of the new notes for the tendered 12% notes will take place on April 8. Payment of consent payments will be made promptly thereafter. Interest on the new notes will begin to accrue on April 8. Accrued interest on the 12% notes that have been tendered, as well as accrued interest on the new notes, will be paid to holders of the new notes on July 15.

Bear Sterns & Co. Inc. (call the Global Liability Management Group toll-free at 877 696-2327 was dealer-manager for the exchange offer and consent solicitation. D.F. King & Co., Inc. was information agent (call toll-free at 800 488-8075; banks and brokers call collect at 212 269-5550). Wells Fargo Bank Minnesota NA was exchange agent .

AS PREVIOUSLY ANNOUNCED: Sweetheart Cup, an Owens Mills, Md.-based maker of paper cups and other packaging products for the food-service industry, said on Feb. 14 that it was planning to offer to exchange new 12% senior notes due 2004 for its outstanding 12% 2003 notes. It said that it would also solicit consent of the 2003 noteholders to proposed changes in the notes' indenture that would eliminate most of the restrictive covenants.

Sweetheart said in an S-4 registration statement filed with the Securities and Exchange Commission that it would issue up to $110 million of the new 2004 notes in exchange for all of the outstanding 2003 notes. The new notes would be guaranteed by the company's corporate parent, Sweetheart Holdings Inc, and would be exchanged for the existing notes on a 1-for-1 basis.

It said that holders tendering notes under the exchange offer would also have to consent to the proposed indenture changes. Those holders validly tendering their notes (and thus, consenting to the indenture changes) before a consent deadline and not subsequently withdrawing them would be eligible to receive a consent payment equal to 1% of the principal amount of notes tendered. Holders not tendering their notes by the consent deadline would not be eligible to receive the consent payment.

Sweetheart did not initially set an expiration deadline or a consent deadline for the offer, and said the offer would commence as soon as is practicable after the registration becomes effective.

It said that holders tendering their notes before the consent deadline could withdraw their tendered notes and revoke their consents at any time prior to that deadline, but not afterward. Holders tendering after the consent deadline could withdraw their tendered notes and revoke consents at any time prior to the expiration date. It further said that holders could revoke consents at any time prior to the execution of the supplemental indenture implementing the proposed amendments to the indenture governing the 2003 notes.

The company cautioned noteholders choosing to not tender their notes under the exchange offer that most of the restrictive covenants and the related events of default and certain other provisions in the indenture governing those notes will be removed or substantially modified.

Sweetheart said that completion of the exchange offer would be subject to the satisfaction of several conditions, including - but not limited to - Sweetheart receiving tenders from the holders of at least 90% of the principal amount of the existing notes, and the company obtaining an amendment to its senior credit facility.

On Feb. 27, Sweetheart said that it had begun the previously announced exchange offer for its outstanding 12% 2003 notes, and had begun a related consent solicitation.

The company set the consent deadline at 5 p.m. ET on March 12, while the offer was scheduled to expire at 5 p.m. ET on March 27, with both deadlines subject to possible extension.

Sweetheart said that holders could not tender their notes without consenting to the proposed amendments and could not deliver consents without tendering their notes. It said that approval of the proposed indenture amendments would require the consent of holders of at least a majority of the principal amount of the outstanding notes.

The company further said that the exchange offer and the consent solicitation would otherwise take place on terms which the company had previously outlined.

On March 13, Sweetheart said that it had successfully completed the consent solicitation portion of exchange offer.

The company said that as of the now-expired consent deadline of p.m. ET on March 12, it had received the requisite consents necessary to modify the notes' indenture, and had executed a supplemental indenture with the indenture trustee incorporating the desired changes, which eliminate certain restrictive covenants and other provisions in the indenture.

Sweetheart said the modifications implemented by the Supplemental Indenture would not become operative until the completion of the exchange offer and consent solicitation. Any consent payment will be made promptly after the consummation of the exchange offer and consent solicitation.

Achievement of the requisite consents would allow the exchange offer to continue to the scheduled expiration deadline on March 27.

On March 21, Sweetheart said that it had extended its offer to make the consent payment to the holders of the 12% notes to 5 p.m. ET on March 27, subject to possible further extension, so that it would coincide with the previously announced expiration of the exchange offer. The offer was subsequently further extended several times, most recently to 5 p.m. ET on April 1.

Cumulus Media tenders for 10 3/8% '08 notes

Cumulus Media Inc. (B3/B+) said on Wednesday (April 2) that it had begun a tender offer for all of its outstanding 10 3/8% senior subordinated notes due 2008, as well as a related solicitation of noteholder consents to proposed indenture changes, aimed at eliminating substantially all of the restrictive covenants and certain default provisions, other than the covenants to pay principal and interest on the notes and the related default provisions. Moody's Investors Service said that approximately $100 million of the notes currently remain outstanding out of the $160 million originally issued in June 1998.

The tender offer will expire at 12:01 a.m. ET on April 30, with 5 p.m. ET April 15 as the consent expiration date, up to which point any delivered consents may be revoked. Both deadlines are subject to possible extension. Holders who tender their notes in the offer are required to consent to the proposed amendments to the indenture.

Noteholders who validly tender their notes and deliver consents by the consent expiration date (and do not withdraw them) will receive the total consideration of $1,067.50 per $1,000 principal amount of notes which includes a consent payment of $20 per $1,000 principal amount of notes tendered. Holders who validly tender their notes after the consent deadline but prior to the tender offer expiration will receive the total consideration minus the consent payment (i.e. $1,047.50 per $1,000 principal amount).

The tender offer and consent solicitation is conditioned upon the receipt of consents from the holders of at least a majority in principal amount of the notes and the completion of an amendment to Cumulus' credit facility, among other factors.

Cumulus plans to finance the tender offer with a portion of the proceeds of its proposed $325 million senior secured term loan C due 2008, with the remainder of the proceeds expected to be used to refinance existing senior debt.

J.P. Morgan Securities Inc. is dealer manager for the offer and solicitation agent for the solicitation. MacKenzie Partners, Inc. (call 800 322-2885) is information agent for the offer and the solicitation.

AS PREVIOUSLY ANNOUNCED: Cumulus Media, an Atlanta-based radio station group owner, said on Feb. 18 that it had completed the repurchase of $27.4 million in aggregate principal amount of the 10 3/8% notes during the 2002 fourth quarter.

Cumulus said that it had bought back the notes for $29.6 million, including repurchase premiums. It added that subsequent to Dec. 31, 2002 - when the quarter ended - and during the month of January 2003, it had repurchased an additional $30.1 million of the notes for $32.5 million, including repurchase premiums.

Pro forma for the repurchases completed in January, Cumulus' outstanding 10 3/8% notes balance as of Dec. 31 was $102.5 million.

NS Group calls some 13½% '03 notes

NS Group Inc. (Ba3/B+) said on Wednesday (April 2) that it had instructed Huntington National Bank - the trustee for its 13½% senior secured notes scheduled to mature this July 15 - to make an early redemption call for $17 million of the $33.8 million remaining outstanding principal amount of the notes.

The redemption at par plus accrued interest, will take place on May 5, subject to possible extension. Payment will be funded from existing liquidity sources, including cash and the company's credit facility.

Huntington National will deliver formal notices to noteholders.

AS PREVIOUSLY ANNOUNCED: NS Group, a Newport, Ky.-based producer of seamless and welded tubular products for the energy industry, said on June 13, 2002 that it had issued an early redemption call for $35 million of its $68.8 million of remaining outstanding 13½% senior secured notes due in July 2003 (the company originally issued $73 million of the notes in July, 1995). NS said the notes would be redeemed on July 15 at a price of par plus accrued interest. Huntington National Bank, the notes' indenture trustee, would deliver formal notices to the noteholders. The company said it would fund the redemption from existing cash and short-term investment balances. Following the redemption some $33.8 million of the notes would remain outstanding.

In its 10-Q quarterly filing with the Securities and Exchange Commission on Nov. 12, NS said that it had redeemed the $35 million of notes as scheduled on July 15. It said that as a result, interest expense for the quarter ended September 30, 2002 decreased $1.1 million from the comparable quarter in 2001, while the company recorded a charge of $600,000, or three cents per diluted share, in the 2002 third quarter for the write-off of associated original discount and issue costs.

Host Marriott bought 9¼% notes in March, may make other senior note purchases

Host Marriott Corp. said on March 31 that it might "from time to time" purchase its outstanding senior notes for cash through open market purchases, privately negotiated transactions or by conducting a tender offer.

Host Marriott, a Bethesda, Md.-based lodging real estate company, said in its 10-K 2002 annual report filing with the Securities and Exchange Commission that it was "aware" that certain of its outstanding senior notes were currently trading at a discount to their respective face amounts, and said it might undertake the note purchases in order to reduce future cash interest payments, as well as future amounts due at maturity or upon redemption.

The company said that its board of directors had authorized the repurchase of up to $150 million of its senior notes from the proceeds of any [asset] dispositions, and further said that repurchases of debt - if any - would depend on prevailing market conditions, Host Marriott's liquidity requirements, contractual restrictions and other factors.

The company added that it had purchased $8 million of its 9¼% senior notes at par during March.

Knoll redeems 10 7/8% '06 notes

Knoll, Inc. (Ba2) said on March 28 that it had redeemed the total principal amount of its 10 7/8% senior subordinated notes due 2006, as previously announced.

AS PREVIOUSLY ANNOUNCED: Knoll, an East Greenville, Pa.-based office furnishings manufacturer, said on Feb. 25 that it would redeem the total principal amount of its 10 7/8% notes on March 28, at a redemption price of 101.812% of par value (i.e. $1,018.12 per $1,000 principal amount) , plus accrued interest.

Knoll said it planned to fund the redemption with borrowings under its senior revolving credit facility.

Maxim/Anthony Crane begins exchange for 13 3/8% '09 debs and 10 3/8% '08 notes

Anthony Crane Rental Holdings, LP and Anthony Crane Holdings Capital Corp. (C) - which now do business under the name Maxim Crane Works - said in amended T-3 filing with the Securities and Exchange Commission on March 28 that they had begun an offer to exchange new debt for all of their outstanding 13 3/8% senior discount debentures due 2009 on terms outlined in a previous filing, and provided other information omitted in the original filing.

They also said that their Anthony Crane Rental LP subsidiary had begun a similar offer to exchange new 9 3/8% senior notes due 2008 for its outstanding 10 3/8% senior notes due 2008.

The new notes would initially pay 12 5/8% annual interest on a PIK (payment-in-kind) basis through Feb. 1, 2004. After that, interest would accrue at the annual rate of 9 3/8% and would be paid in cash.

Maxim said the concurrent exchange offers would expire at 5 p.m. ET on April 11, subject to possible extension. It said that the offers would be conditioned upon the tender of 100% of the outstanding existing debentures and notes.

Maxim is seeking noteholder consents to proposed changes in the indentures of the existing notes and debentures. It said that upon completion of the consent solicitation, it would pay a total consent fee of $1.4 million, payable pro rata (based on the principal amount of existing notes held to holders who validly deliver their consents. The consent fee would be paid to the tendering noteholders in three equal installments, upon the issuance of the new notes, on Sept. 1, 2003 and on Feb. 1, 2004. However, the company will not pay any consent fee to holders of the debentures.

Maxim said that an "unofficial committee" composed of representatives of the holders of approximately 59.1% of the outstanding principal amount of the existing notes 61.7% of the outstanding principal amount of the existing debentures, had retained independent legal advisors, had participated in negotiations with the company on the terms of the exchange offers over a six-week period, and had agreed to tender their securities and deliver their consents to the proposed amendments.

The depositary for the exchange offer is U.S. Bank NA.

AS PREVIOUSLY ANNOUNCED, Anthony Crane Rental Holdings LP, (the Pittsburgh-based holding company 99% owner of Anthony Crane Rental LP, a construction crane rental company) said in a March 14 T-3 filing with the SEC along with its affiliated Anthony Crane Holdings Capital Corp., that they would offer to exchange new senior discount debentures due 2009 for their outstanding $48 million principal amount at maturity of 13 3/8% debentures.

The company also said that it would solicit debtholder consents to proposed changes in the indenture of the existing debentures that would remove substantially all the covenants and certain defaults or events of default.

It said that it anticipated the issuance of the new debentures upon completion of the exchange offer, which it estimated would take place around April 11.

Anthony Crane said the new debentures would be exchanged on a basis of $1,000 principal amount per $1,000 principal amount of the existing debt, and would pay interest-in- kind at a higher rate for the next year and then would pay the interest in cash at a lower rate from then on. Interest on the new debentures would accrue through Feb. 1, 2004 as additional principal at the rate of 16 3/8% a year. After Feb. 1, 2004, interest would be paid in cash beginning with the Aug. 1, 2004 payment at a rate of 12 3/8% a year. In addition, extra principal would be added to the old debentures at the 16 3/8% rate for the six months to Feb. 1 of this year.

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

Anthony Crane Rental Holdings LP and Anthony Crane Holdings Capital Corp. also said that they anticipated that their Anthony Crane Rental LP subsidiary, along with its wholly owned Anthony Crane Capital Corp. subsidiary, would consummate a concurrent exchange offer and consent solicitation for their $155 million principal amount of outstanding 10 3/8% notes, on substantially the same terms.

The company said that full details of the offer would be disclosed in a future filing with the SEC

Westport Resources new notes proceeds to redeem 8 7/8% '07 notes

Westport Resources Corp. (Ba3/B+) said on March 27 that it had priced $125 million face amount of new 8¼% senior subordinated notes due 2011, which will yield proceeds to the company of $131.5 million (the notes, an add-on to the company's existing issue, were heard by high yield syndicate sources to have priced at 106).

Westport, a Denver-based independent energy company, said that it plans to use the net proceeds of the offering to redeem all of its outstanding 8 7/8% senior subordinated notes due 2007 (originally issued in September, 1997 by the Belco Oil & Gas Corp., which merged with Westport in August, 2001), under the optional redemption provisions of the notes' indenture.

Delhaize America bought back 9% debentures, 8.05% debt in '02 second half

Delhaize America Inc. (Ba1/BB+) said on March 27 that during the last half of 2002 it had repurchased $45 million of its $900 million of 9% debentures due 2031 and $23.975 million of its 8.05% debt securities.

Delhaize, a Salisbury, N.C.-based supermarket operator, said in its 10-K annual report filing with the Securities and Exchange Commission that the debt buybacks resulted in an $8.1 million gain from the early extinguishment of debt, offset by expenses of $1.7 million for the related unamortized debt issuance costs and discount written off.

Iron Mountain retired 8¾% notes

Iron Mountain Inc. (B2/B) said on March 21 that it had completed two exchanges in March of its new 7¾% notes for its existing 8¾% notes due 2009. The exchanges resulted in the issuance of $31.3 million face amount of the 7¾% notes due 2015 and the retirement of $30 million face amount of the 8¾% notes.

Iron Mountain, a Boston-based document and record storage company, said in its 10-K annual report filing with the Securities and Exchange Commission that those non-cash debt exchanges resulted in carryover basis and, therefore, no gain (loss) on extinguishment of debt in accordance with EITF No. 96-19.

The company said the exchanges resulted in a lower interest rate and, therefore, lower interest expense in future periods, as well as, extending the maturity of its debt obligations.

Iron Mountain said that it may enter into similar exchange transactions that it deems appropriate "from time to time".

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