Sun Media extends exchange offer for 7 5/8% '13 notes

New York, May 16 - Sun Media Corp. (Ba3) said that it had extended its previously announced offer to exchange up to $205 million principal amount of newly issued 7 5/8% senior notes due 2013, which have been registered for unrestricted public trading under the Securities Act of 1933, as amended, for a like amount of the existing unregistered 7 5/8% notes, which were sold in a Rule 144A placement on Jan. 30.

The Toronto-based newspaper company - a subsidiary of Quebecor Media Inc., itself a subsidiary of Quebecor Inc. - said Thursday (May 15) that the exchange offer was extended to 5 p.m. ET on May 30, subject to possible further extension, from the originally announced deadline at 5 p.m. ET on May 14.

The company said that it advised by the Exchange Agent for the offer that it had received tenders of $204.8 million of the notes, or 99.9% of the outstanding principal amount percent, as of the original expiration date. The exchange offer began on April 11.

National City Bank in Cleveland is the Exchange Agent for the offer (call 216 222-2552).

Texas Gas Transmission tendering for 8 5/8% '04 notes

New York, May 16 - Texas Gas Transmission, LLC (B3) said that it has begun a tender offer for any and all of its $150 million principal amount of outstanding 8 5/8% notes due 2004.

The Owensboro, Ky.-based energy transmission company - formerly known as Texas Gas Transmission Corp. - set an early tender deadline of 5 p.m. ET on May 22, while the tender offer is scheduled to expire at 12 midnight ET on June 13. Both deadline are subject to possible extension.

The company said that it would determine the total compensation it will pay to noteholders based on a 50-basis point fixed spread over bid-side yield of the reference security - the U.S. Treasury 3.625% note due March 31, 2004 - as of 2 p.m. ET on the early tender date.

The total consideration will include an early tender premium of $30 per $1000 principal amount of notes tendered, payable only to those noteholders who validly tender their notes and do not withdraw them prior to the early tender deadline. Holders who validly tender their notes and do not withdraw them after the early tender deadline but before the offer expiration will receive the total consideration minus the early tender premium. All validly tendering holders will also receive accrued and unpaid interest up to, but not including, the applicable settlement date.

Texas Gas Transmission plans to fund the tender offer with the net proceeds from financings by Texas Gas and its parent, TGT Pipeline, LLC - including one or more offerings of new notes - as well as cash on hand.

Its obligation to accept for purchase and to pay for any existing notes which are validly tendered in the tender offer are conditioned on, among other things, the consummation by Texas Gas Transmission and TGT Pipeline of new notes on terms and conditions satisfactory to the company and TGT Pipeline, by 12 midnight ET on the expiration date of the offerings, and receipt by the company of net proceeds from the offerings that will be sufficient, along with the cash on hand, to repay certain interim indebtedness and purchase all outstanding notes.

The securities to be offered as part of the financing for the tender offer have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the U.S., absent registration or an applicable exemption from such registration requirements.

Lehman Brothers Inc. (call Rad Antonov of the Liability Management Group toll-free at 800 438-3242 or collect at 212 528-7581) and Citigroup Global Markets Inc. (call the Liability Management Group toll-free at 800 558-3745, or call 212 723-6106), will serve as dealer managers for the tender offer. Innisfree M&A Inc. will serve as information agent (call toll-free at 888 750-5834, or collect at 212 750-5833).

Primedia calls 8 ½% '06 notes, using new junk sale proceeds

New York, May 16 - Primedia Inc. (B3/B) said that it had called for redemption all $291.5 million of its outstanding 8½% senior notes due 2006.

The notes will be redeemed at par on June 16.

Primedia, a New York-based magazine publisher, operator of the About.com Internet site and producer and distributor of specialty video products, is funding the redemption with the proceeds of its recent Rule 144A sale of $300 million new 8% senior notes due 2013.

Primedia announced that it had issued the new notes - which will be guaranteed by Primedia's wholly-owned domestic subsidiaries, and secured by a pledge of the stock of Primedia's intermediate holding company subsidiary - following the official closing of the note sale, which took place on May 8.

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