D.R. Horton sells new bonds, proceeds to redeem 10%' 06 notes

D.R. Horton, Inc. (Ba1/BB) said on Friday (April 11) that it would sell $150 million of new senior notes in a registered offering under its previously filed shelf registration statement, with the proceeds expected to be used to call the company's approximately $148.5 million outstanding principal amount of its 10% senior notes due 2006.

High yield syndicate sources heard later in the session that Horton, an Arlington, Tex.-based homebuilder, had sold an upsized $200 million offering of the new notes at par.

Jo-Ann Stores to redeem some 10 3/8% '07 notes

Jo-Ann Stores, Inc. (B3) said Thursday (April 10) that it will redeem $41.5 million of its outstanding 10 3/8% senior subordinated notes due 2007 on May 1 at the call price of 105.188% of the face value of the notes (i.e. $1,051.88 per $1,000 principal amount of notes redeemed).

Jo-Ann Stores, a Hudson, Ohio-based nationwide fabric and crafts retailer, also said in that during the first nine weeks of its 2004 fiscal year, the company repurchased $7.2 million of the notes at an all-in price of approximately 106.3% ($1,063 per $1,000 principal amount). It said that after the planned repurchase on May 1, the company will have repurchased a total of approximately $48.7 million of the notes in fiscal 2004, leaving $74.3 million outstanding out of the $150 million which the company had originally issued in April 1999.

The company further said that it would record a pre-tax charge of $3.6 million, in the first quarter, in connection with the repurchases, to recognize the premium paid and write-off the related deferred finance charges. It estimated that annual interest savings, based on current Libor rates, would be $3.5 million. Interest savings for the remainder of fiscal year 2004 are estimated to be $2.8 million.

New Millennium Homes zero-coupon '04 notes exchange offer subsequent offering period expires

New Millennium Homes LLC said on Friday (April 11) that the subsequent offering period for its previously announced offer to exchange new debt for its outstanding zero-coupon notes due 2004 expired as scheduled at 5:00 p.m. ET that day. It said that as of the expiration time, no additional 2004 Notes had been tendered for exchange.

The company said that a final total of $113.843 million principal amount of the 2004 notes were tendered for exchange under terms of the offer (which expired as scheduled on March 31) prior to the subsequent offering period, representing approximately 99.8% of the $114.051 million principal amount of 2004 notes originally issued by New Millennium.

U.S. Bank NA in St. Paul, Minn. (call 800 934-6802) was the exchange agent for the transaction.

AS PREVIOUSLY ANNOUNCED: New Millennium, a Calabasas, Calif.-based homebuilder, said on Jan. 31 that it was planning an offer to exchange up to $114.051 million principal amount of newly issued zero-coupon notes due 2007 for a like amount of the outstanding 2004 notes.

New Millennium said in a Form T-3 filed with the Securities and Exchange Commission that in addition to the exchange offer, it planned to solicit the consent of the holders of the existing notes to certain amendments to the notes' indenture, as well as to the termination of the related pledge agreement between the company and U.S. Bank Trust NA, as the secured party, and the release of the capital stock of New Millennium's two subsidiaries currently pledged as collateral under the pledge agreement.

New Millennium did not initially outline a timetable for the planned exchange offer.

The company said that U.S. Bank Corporate Trust would be the exchange agent for the transaction.

On Feb. 7, New Millennium officially announced the start of the previously mentioned exchange offer in an amended T-3 filing with the SEC. It initially set 5 p.m. ET on March 10 as the expiration deadline for the offer (this was subsequently extended).

It said it would solicit the consent of the noteholders to indenture changes aimed at eliminating substantially all of the restrictive covenants and certain of the event-of-default provisions, and modifying or eliminating other provisions (including those requiring the pledge of the equity securities of New Millennium's subsidiaries).

The company said that in order for the indenture changes to become effective, it would require the consent of the holders of at least a majority of the outstanding notes.

New Millennium said it had been advised by the holders of approximately 60% of both the aggregate principal amount of the existing notes and the outstanding Series A Participating Perpetual Preferred Shares held by the holders of the notes that they intend to support the exchange offer and will tender their notes for exchange under the terms of the offer.

On March 11, New Millennium said that it had extended its exchange offer and the related consent solicitation from the original March 10 deadline to 5 p.m. ET on March 24 (the deadline was ultimately extended again, to 5 p.m. ET on March 31, although no public announcement was made at that time).

As of the original deadline, $100.154 million principal amount of the 2004 notes had been properly tendered to the exchange agent, representing approximately 88% of outstanding notes. Of that amount, $13.062 million principal amount of the notes had been tendered pursuant to procedures for guaranteed delivery, but had not been physically delivered to the exchange agent.

On March 31, the company said that its exchange offer and the related consent solicitation, had expired as scheduled at 5 p.m. ET that day, with no further extension.

As of the expiration deadline, $113.843 million principal amount of the 2004 notes had been properly tendered to the exchange agent, representing approximately 99.8% of the outstanding amount. Of those, $3.444 million principal amount of the notes had been tendered pursuant to procedures for guaranteed delivery, but had not been physically delivered to the exchange agent.

New Millennium said that it would accept for exchange all notes validly tendered prior to the expiration deadline.

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