HIGH YIELD

CARRIER 1 INTERNATIONAL S.A. (CONE) said Tuesday (Nov. 6) that its wholly owned Carrier1 Finance Ltd. subsidiary will launch a cash tender offer for all of the company's outstanding high yield notes, as well as a related consent solicitation for amendments to the notes' indentures. The Luxembourg-based telecommunications company is offering to buy back its $160 million of dollar-denominated 13¼% senior notes due 2009 for $182.50 per $1,000 principal amount, and will buy back its €85 million of euro-denominated 13¼% senior notes due 2009 for €182.50 per €1,000 principal amount. All tendering holders will also receive accrued and unpaid interest up to, but not including the payment date. It set the expiration deadline of the offer at 11:59 ET on Dec. 5. Carrier1 said the tender offer will be conditioned upon the receipt of tenders for more than half of the outstanding dollar- and euro-denominated notes, taken individually, and other standard conditions. In announcing the tender offer, Carrier1 admitted that it believes current capital markets conditions make it unlikely that it will be able to raise additional capital to refinance its long-term debt or fund its operations, and that it could experience difficulty in meeting its August 2002 interest payment obligations on the notes. It warned that its ability to continue to fund its operations depends upon reducing capital spending significantly and eliminating all or a substantial portion of its debt and conserving cash, adding that while it took steps in September to reduce its costs, including large staff reductions, it does not believe that these steps alone will be adequate to assure continued funding of its operations. It said completion of the tender offer "will significantly reduce the Company's indebtedness and interest expense and increase the Company's chances of being able to continue to fund its operations." It further said that it will increase its financial and operating flexibility upon the successful completion of the tender offer and the adoption of the proposed indenture changes, which, among other things, would eliminate or modify certain of the restrictive covenants of the notes, including certain restrictions on asset sales, changes of control, mergers and consolidations. The dealer-manager for the tender offer is Morgan Stanley & Co. International Ltd. The U.S. information agent is D.F. King & Co. Inc. (800-488-8035 in the U.S., 1-212-493-6952 outside the U.S.); the European information agent is D.F. King (Europe) Ltd (44-20-7920-9700).

YOUNG BROADCASTING INC. (YBTVA) (B2/BB-) said Monday (Nov. 5) that it had extended its previously announced solicitation of consents to proposed indenture changes from the holders of its 9% senior subordinated notes due 2006. The solicitation, which was to have expired on Nov. 5, will now expire at 5 p.m. ET on Nov. 8, subject to possible further extension. AS PREVIOUSLY ANNOUNCED, Young Broadcasting, a New York-based television station ownership group, said Oct. 26 that it had begun soliciting consents from the noteholders. The company said that it will pay consenting holders $10 per $1,000 principal amount, in cash, if the proposed amendments become effective. The consent solicitation was originally slated to expire at 5 p.m. ET on Nov. 5 (subsequently extended). The proposed amendments to the 9% notes' indenture are conditioned upon, among other things, receipt of the requisite consents in the consent solicitation, consummation of a proposed offering of new senior notes, and the amendment of the company's senior credit facility. Young Broadcasting said that subject to market conditions, it intends to offer up to $250 million of new senior unsecured notes in a private placement, and added that it has that it has requested that its senior lenders agree to certain amendments to Young's senior credit facility. The net proceeds from the proposed new senior note offering will be used to repay debt under the senior credit facility. The issuance of the new senior notes is subject to the successful completion of the consent solicitation. The proposed amendments to the senior credit facility address, among other things, possible financial covenant issues which may arise at December 31, 2001 and in future years. Deutsche Banc Alex. Brown Inc.(212-469-8995), CIBC World Markets Corp. and First Union Securities, Inc. will be the solicitation agents; D.F. King & Co., Inc.(800-714-3305) as acting as the information agent.

COLOR SPOT NURSERIES, INC. said Monday (Nov. 5) that it has extended the expiration of its exchange offer and consent solicitation for all of its $100 million of outstanding 10½% senior subordinated notes due 2007. The offer, which had not been previously announced publicly, was to have expired on Nov. 5, but has now been extended to 12 midnight ET on Nov. 15. The exchange offer is being carried out to implement a financial restructuring previously agreed upon by the Pleasant Hills, Calif.-based wholesale nursery chain and a majority of its bondholders, which will involve the conversion of a substantial portion of its current notes into preferred stock. Color Spot said that based on information provided by the exchange agent for the offer, holders have to date tendered $7.02 million of the notes .

FRONTIER OIL CORP. (FTO) said Monday (Nov. 5) in a filing with the Securities and Exchange Commission that it had bought $4.5 million of its 9 1/8% senior notes and $5.5 million of its 11¾% notes during the third quarter ending Sept. 30, bringing purchases of the bonds for the first nine months of 2001 to $21.4 million of the 9 1/8% notes and $5.5 million for the 11 ¾% notes. The Houston-based energy company said that of the latest $11 million of purchases, $10 million had been bought during the third quarter and $1 million in October. Frontier said that it had committed to purchase a further $1 million of the 9 1/8% notes during the quarter, and purchased them in early October. It said that total debt outstanding as of Sept. 30 was $211.8 million, down from $220.5 million on June 30 and well down from $262.6 million as of last Dec. 31.

MISSION ENERGY HOLDING CO. said Monday (Nov. 5) that it had extended its pending offer to exchange up to $800 million newly issued 13 ½% senior secured notes due 2008 (which have been registered under the 1933 Securities Act for public trading) for a like amount of the outstanding 13 ½% notes, which were previously issued in a private placement. The exchange offer, which was not publicly announced previously, began Oct. 2. The Rosemead, Calif.-based global energy producer - a wholly owned subsidiary of EDISON INTERNATIONAL INC. (EIX) - had been slated to expire Nov. 2, but will now expire at 5 p.m. ET on Nov. 8, subject to possible further extension. So far, approximately $799.95 million of the existing notes have been tendered for exchange.

WESTPORT RESOURCES CORP. (WRC) said Nov. 2 that it had repaid $24.301 million of 8 7/8% senior subordinated notes due 2007, which had originally been issued by BELCO OIL & GAS CORP., which merged with Westport in August. The notes were bought back by Westport, a Denver-based independent oil and gas exploration and development company, at a price of 101% of principal, under a change-of-control covenant in their indenture triggered by the Belco/Westport merger. Holders also received accrued and unpaid interest up to Oct. 29. Total cost of the redemption to Westport was $24.819 million, which was funded through the company's revolving credit facility.

YANKEENETS LLC and YANKEENETS CAPITAL INC. said Nov. 1 that they had received tenders and consents from the holders of $199 million of their outstanding 12.75% senior notes due 2007, under their previously announced tender offer and related consent solicitation for the notes. As a result, the consent date for the offer will be Nov. 1; tendered notes could therefore be withdrawn and the related consents revoked, until 5 p.m. ET on Nov. 2. The company further said that it would execute a supplemental indenture incorporating the desired indenture changes, although the amendments would only become operational upon the first date on which the issuers accept tendered notes for payment pursuant to the tender offer. AS PREVIOUSLY ANNOUNCED, YankeeNets, a New York-based operator of professional sports teams and provider of sports television programming, said on Oct. 19 that it had begun a cash tender offer and related consent solicitation for all of the outstanding 12.75% notes. The offer will expire at 5 p.m. ET on Nov. 16, subject to possible further extension. The company said it would purchase the outstanding notes at a price based on a 50-basis point fixed spread over the yield of the reference security, the 4.75% U.S. Treasury note due Feb. 15, 2004. The purchase price will include a $30 per $1,000 principal amount consent payment for all holders tendering their notes (and thus giving their consents to proposed indenture changes terminating the covenant defeasance and eliminating certain restrictive covenants and events of default) by the consent deadline, which was expected to be 5 p.m. ET on Nov. 1, or any later date on which YankeeNets receives consents from holders of a majority in of the principal amount of the notes. Payment for tendered notes will be made two business days following expiration of the tender offer. Completion of the tender offer and payment of the offer price and consent payment are subject to various conditions, including the condition that there be validly tendered and not withdrawn at least a majority of the outstanding notes. Lehman Brothers (212-455-3327 or collect at 212-681-2265) is dealer manager and solicitation agent. The information agent is D. F. King & Co., Inc. (800-758-5880) and the depositary is State Street Bank and Trust Co.

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