Crown Castle International to redeem 10 5/8% '07 notes

New York, May 30 - Crown Castle International Corp. said that it has elected to redeem its $239.2 million of currently outstanding 10 5/8% senior discount notes due 2007 at the contractual call price of 105.313% of principal.

The Houston-based communications antenna tower company said that the notes' trustee, The Bank of New York, will issue a notice of redemption to holders of record, with the redemption expected to occur on or about July 7.

The company said that the redemption will cut annual cash interest expense by $25.4 million.

Crown Castle further said that operating on the assumption the bonds are redeemed in full as announced, it was raising its projections of expected net cash provided by operating activities for 2003 to between $169 million and $209 million (versus its previous estimate of between $160 million and $200 million), while expected net cash provided by operating activities for 2004 is now seen between $165 million and $235 million (versus the earlier estimate of between $140 million and $210 million).

The company additionally said that with the 10 5/8% notes redeemed it now expects free cash flow for 2003 to total between $29 million and $59 million, up from its earlier estimate of $20 million to $50 million, while expected free cash flow for 2004 is now expected to total between $75 million and $105 million, up from the previous estimate of between $50 million and $80 million.

Crown Castle said the increase in expected net cash provided by operating activities for 2003 and expected free cash flow for 2003 reflects the effect of accrued interest on the date of redemption and the Nov. 15 timing of the semi-annual interest payment.

Its 2003 and 2004 projected net cash provided by operating activities assumes the effect of converting paid- in-kind interest to cash pay for the 10 3/8% notes, as well as the company's 11¼% senior discount notes and 12¾% senior exchangeable preferred stock.

Hard Rock Hotel completes tender for 9¼% '05 notes

New York, May 30 - Hard Rock Hotel, Inc. (Caa1) said that it had completed its previously announced cash tender offer for its 9¼% senior subordinated notes due 2005 and a related solicitation of noteholder consents to proposed indenture changes.

That tender offer expired as scheduled at midnight ET on May 29 without extension. As of that deadline, approximately $106.743 million principal amount of the notes were validly tendered and not withdrawn, based on preliminary information from the depositary for the offer.

Hard Rock said that it intends to redeem all notes which were not tendered in the offer - under the terms and conditions of the notes' indenture - at the redemption price of $1,023.13 per $1,000 principal amount, plus accrued interest up to, but not including, the redemption date.

As previously announced, Hard Rock, a Las Vegas-based hotel and casino operator, said on May 1 that it has begun a cash tender offer for its $120 million outstanding principal amount of 9¼% notes and the related consent solicitation.

The company set a consent deadline of midnight ET on May 14 and an expiration date of midnight ET on May 29, with both deadlines subject to possible extension.

It said that holders tendering their notes and delivering consents by the consent deadline would receive total consideration of 102.563% of the principal amount of notes validly tendered (i.e. $1,025.63 per $1,000 principal amount), while holders tendering after the consent deadline but before the expiration would receive the tender offer consideration of 100% of the principal amount, but would not receive the consent payment, equal to 2.563% of the principal amount (i.e. $25.63 per $1,000 principal amount) . All tendering noteholders would additionally receive accrued and unpaid interest up to, but not including, the payment date.

Hard Rock said the tender offer would be subject to the satisfaction of certain conditions, including the company's receipt of valid tenders for a majority of the outstanding notes and its receipt of debt financing sufficient to consummate the offer on acceptable terms (high yield syndicate sources said on May 20 that Hard Rock sold $140 million of new 8 7/8% second lien notes due 2013 at par).

Banc of America Securities LLC was the dealer manager for the tender offer (call High Yield Special Products toll-free at 888 292-0070 or collect at 704 388-4813). Georgeson Shareholder Communications Inc. was the information agent (call 866 216-0461). U.S. Bank Trust NA was the depositary for the offer.

Telesystem International to redeem 14% notes

New York, May 30 - Telesystem International Wireless Inc. said that it sent a notice to the trustee of its 14% senior guaranteed notes to redeem at par $24.417 million principal amount of the notes, plus accrued interest, on June 30.

Telesystem, a Montreal-based provider of cellular service in Central and Eastern Europe, said that the redemption will bring the cumulative amount of notes redeemed to $72.417 million. Accordingly, the company said, it will not proceed with the issuance of $10 million in additional notes which it would have otherwise been required to issue on June 30 under the provisions of the indenture.

Telesystem said that after the redemption, its corporate indebtedness will consist essentially of $148.2 million in 14% senior guaranteed notes coming due this December.

Cooperative Computing to tender for 9% '08 notes with debt sale proceeds

New York, May 30 - Cooperative Computing, Inc. (B3) said that it expects to begin a tender offer for its $100 million of outstanding 9% senior subordinated notes due 2008.

The company said it expects to purchase the notes at their par value, plus accrued interest up to the date of purchase. In conjunction with the tender offer, Cooperative Computing also announced that it expects to solicit noteholder consents to certain proposed indenture amendments. Tendering noteholders delivering consents within the first 10 business days of the tender offer will receive a consent fee of $22.50 per $1,000 principal amount of notes.

The Austin, Tex.-based company, which provides enterprise systems and information services for the automotive aftermarket, and hardlines and lumber industries, said in a news release late Thursday that it expects to promptly begin the offer in the wake of its planned offering of approximately $175 million of senior unsecured notes in a Rule 144A private placement, with a portion of the proceeds to go to funding the tender offer and related costs.

It also plans to use some of the proceeds of the note offering to permit its corporate parent, Cooperative Computing Holding Company, Inc., to repurchase shares of common stock from certain stockholders and to repay its existing credit facility.

The tender offer is expected to be conditioned on the consummation of the senior notes offering. The company cautioned that it could give no assurance that the tender offer will be commenced or completed.

Ryland Group calling 8¼% '08 notes with debt sale proceeds

New York, May 30 - The Ryland Group, Inc. (Ba1) said that it expects to use the majority of the proceeds from its new junk bond offering to redeem its $100 million of outstanding 8¼% senior subordinated notes due 2008, and is calling those notes at a price of 104.125%.

Ryland, a Calabasas, Calif.-based homebuilder, was heard by high yield syndicate sources to have sold $150 million of new 5 3/8% senior notes due 2008 Thursday under a shelf registration previously filed with the Securities and Exchange Commission.

Alaris raises tender price for 11 5/8% '06 notes; other series unchanged

New York, May 30 - Alaris Medical Inc. (senior secured at B1/BB-; subordinated at B3/B-) said that it had raised the consideration it is offering to the holders of the 11 5/8% senior secured notes due 2006 issued by its wholly owned Alaris Medical Systems Inc. subsidiary under its previously announced tender offer, while leaving the consideration it is offering for two other series of notes being tendered for, as well as all other terms to the tender offers, unchanged.

Alaris raised the amount it will pay for the Alaris Medical Systems 11 5/8% notes by $10 per $1,000 principal amount of notes tendered to $1,200, and also raised total consideration it is offering to the noteholders by that same amount to $1,220 per $1,000 principal amount (total consideration includes a $20 per $1,000 principal amount consent fee for holders tendering their notes and delivering their consents to proposed indenture changes by a previously announced consent deadline of 5 p.m. ET on June 5).

The company said that holders of a majority of the notes have indicated that they intend to tender their notes at the revised price. It also said that if a holder has previously tendered 11 5/8% notes before the consideration was raised that holder does not need to take any additional action in order to receive the increased price.

All other terms of the original offer for the 11 5/8% notes remain unchanged, as do the all of the terms to Alaris' previously announced tender offers for its outstanding 11 1/8% senior discount notes due 2008 and for Alaris Medical Systems' 9¾% senior subordinated notes due 2006.

As previously announced, Alaris, a San Diego-based provider of intravenous medication delivery and infusion therapy devices, needle-free disposables and related monitoring equipment and software to hospitals and other health care facilities, said on May 23 that along with its Alaris Medical Systems unit, it had begun cash tender offers for any and all of the company's three series of currently outstanding bonds.

Alaris also said that it was soliciting noteholder consents to proposed amendments in the three series of notes' indentures. The amendments would eliminate or modify substantially all of the restrictive covenants, most of the event of default provisions, many of the remedial provisions and other provisions contained in the indentures of the respective notes, and in the case of the 11 5/8% secured notes, in the security documents relating to such notes as well.

The company said that the consent solicitations would expire at 5 p.m. ET on June 5, while the tender offers would expire at 5 p.m. ET on June 20, with both deadlines subject to possible extension past the original dates.

Alaris initially said that holders of the 11 5/8% senior secured notes validly tendering their notes and delivering consents by the consent date would receive the total consideration of $1,210 per $1,000 principal amount of senior secured notes, which includes a $20 per $1,000 principal amount consent payment, although this was subsequently raised to $1,220 per $1,000 principal amount, as noted. The holders would also receive accrued and unpaid interest from the last interest payment date up to (but not including) the payment date.

Holders of the 9¾% senior subordinated notes validly tendering their notes and delivering consents by the consent date would receive the total consideration of $1,037.50 per $1,000 principal amount, which includes the $20 per $1,000 principal amount consent payment. They would also receive accrued and unpaid interest up to the payment date.

Holders of the 11 1/8% senior discount notes validly tendering their notes and delivering consents by the consent date would receive the total consideration of $1,053.75 per $1,000 principal amount at maturity of senior discount notes, which includes a consent payment of $20 per $1,000 principal amount.

The company said that holders would not be able to tender their notes without also delivering consents, and said the tender offers would be conditioned upon, among other things, a majority of the bonds having been tendered and related consents delivered. Holders tendering their notes and delivering consents after the consent deadline would only be eligible to receive the tender offer consideration plus accrued interest, where applicable, but not the consent payment.

Alaris said the tender offers and consent solicitations were being made in connection with a proposed recapitalization of parent Alaris Medical Inc. and subsidiary Alaris Medical Systems. This recapitalization would take advantage of the company's improved operating results and the current interest rate environment, and would involve the several concurrent transactions:

Alaris Medical Inc. would make a public offering of approximately $210 million of new senior subordinated notes and establish a new secured credit facility with a group of banks and other lenders providing for up to $235 million in aggregate principal amount of term loans and an approximately $30 million revolving credit facility.

It would also make a public offering of 9. 1 million shares of the company's common stock, plus up to a 15% over allotment option exercisable by the underwriters comprising 900,000 shares to be sold by the company and 450,000 shares to be sold by shareholders.

As part of the recapitalization, Alaris Medical Inc. and Alaris Medical Systems would merge, with the resulting surviving company to be named "Alaris Medical Systems Inc." Its shares would continue to trade on the American Stock Exchange under the current symbol "AMI."

Alaris said that a portion of the net proceeds of these transactions would be used to fund the tender offers, consent solicitations and related fees and expenses. Proceeds would also be used to reduce the company's debt level and annual interest expense, and for general corporate purposes.

The company said that if the transactions are successfully executed, it estimates that it will record a one-time after-tax charge of approximately $37 million. Annual interest expense is expected to be reduced by approximately $26 million on a pre-tax basis.

Alaris' obligations to accept notes for purchase and to pay for them is subject to the conditions stated in the tender offers, including the condition that holders of a majority in aggregate principal amount of each series of notes shall have tendered their notes and consented to the amendments to the indentures (and, in the case of the 11 5/8% senior secured notes, to the applicable security documents).

Completion of the offer is also conditioned upon Alaris having received sufficient proceeds from equity and debt financings to complete the offers and certain related transactions, on terms acceptable to the company.

Alaris Medical Inc. and Alaris Medical Systems expect to make payment on notes validly tendered and accepted for purchase promptly after the expiration dates of the applicable offers.

Bear, Stearns & Co. Inc. (call toll-free at 877 696-2327) and Citigroup Global Markets Inc. (call toll-free at 800 558-3745) will act as dealer managers and solicitation agents. Mellon Investor Services LLC (call 917 320-6286 or toll-free at 866 323-8166) is the information agent.

Dimon calls 8 7/8% notes

New York, May 30 - Dimon Inc. said it has issued a redemption noticed for its $125 million 8 7/8% senior notes due 2006.

The Danville, Va. company will retired the securities with proceeds of its recent sale of $125 million 7¾% senior notes due 2013.

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