Nash Finch bondholders waive defaults

New York, Feb. 28 - Nash Finch Co. said bondholders agreed to waive the previously reported defaults created by its failure to file reports with the Securities and Exchange Commission as required.

The Minneapolis food retail and distribution company said the waiver was approved by holders of more than 51% of its $165 million 8½% senior subordinated notes due 2008.

The waiver requires Nash Finch to file its form 10-Q for its third fiscal quarter of 2002 by May 15, 2003 and its form 10-K for its fiscal year ended Dec. 28, 2002 and its form 10-Q for its first fiscal quarter of 2003 by June 15, 2003.

Nash Finch will pay a 1.5% fee to holders for the waiver.

Sweetheart Cup begins exchange offer for 12% '03 notes

Sweetheart Cup Company Inc. (Caa2) said on Thursday (Feb. 27) that it had begun a previously announced offer to exchange new debt for its outstanding 12% senior subordinated notes which are scheduled to come due on Sept. 1, and a related consent solicitation.

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

Holders may not tender their notes without consenting to the proposed amendments and may not deliver consents without tendering their notes. Approval of the proposed indenture amendments requires the consent of holders of at least a majority of the principal amount of the outstanding notes.

The offer and the solicitation will otherwise take place on terms which the company previously outlined.

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

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 will 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.

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 will 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.

Arch Wireless continues redemption of 10% '07 notes

Arch Wireless, Inc. said on Friday (Feb. 28) that its wholly owned subsidiary, Arch Wireless Holdings, Inc., completed the previously announced redemption of $10 million principal amount of the company's 10% senior subordinated secured notes due 2007.

The redemption is the latest in a series of such transactions which have taken place since the bonds were issued last May, and brought the amount of outstanding 10% notes down to $100 million from $110 million previously.

Arch also announced plans for its subsidiary to redeem a further $15 million principal amount of the 10% notes at par on March 31, which would further reduce the outstanding amount to $85 million when completed.

AS PREVIOUSLY ANNOUNCED, Arch Wireless - a Westborough, Mass.-based provider of wireless messaging and mobile information services - said on May 29 that its First Amended Joint Plan of Reorganization, which had been confirmed by the U.S. Bankruptcy Court for the Western Division of Massachusetts on May 15, officially became effective, thus marking the formal emergence from Chapter 11 of Arch and its subsidiaries. As part of that reorganization, Arch Wireless Holdings issued $200 million principal amount of new 10% notes and $100 million principal amount of new 12% subordinated secured compounding notes due 2009, while the parent company issued 20 million shares of new common stock. The new shares and notes were issued in full satisfaction, release, discharge and cancellation of all claims against Arch and its subsidiaries based on transactions or occurrences prior to Dec. 6, 2001. All previously outstanding equity securities, including common stock and preferred stock, and all options and other rights to acquire Arch securities were cancelled.

On July 8, Arch Wireless said that Arch Wireless Holdings had given notice of its intention to redeem $10 million principal amount of its 10% notes. Arch said that it expected to redeem the notes on July 31. It said the redemption transaction would be handled by the notes' trustee, The Bank of New York. Arch said that under terms of the notes' indenture, only holders of record as of July 16 would be entitled to receive cash distributions in connection with the redemption. Arch warned that creditors that had not yet tendered their letters of transmittal to The Bank New York in accordance with Arch's Joint Plan of Reorganization would not receive a cash distribution in connection with the redemption, unless their letter of transmittal were to be received by the exchange agent by July 15. Accordingly, Arch said it "strongly" urged all such creditors to submit their transmittal letters prior to July 15. Arch said that early redemption of that portion of the 10% notes - this in addition to recent exchange transactions undertaken as part of its overall financial reorganization - would further lower the company's interest expense and generate greater financial flexibility.

On July 31, Arch Wireless said that its subsidiary had completed the previously announced redemption, at par value, of $10 million of 10% notes, plus accrued interest. It said that with the redemption, Arch now had $190 million principal amount of the 10% notes outstanding, and said that it had given The Bank of New York notice of its intention to redeem another $15 million of the notes on Aug. 30. Only holders of record as of Aug. 15 could participate in the transaction. Arch said that creditors that had not yet tendered their letters of transmittal to The Bank New York would not be eligible to receive a cash distribution in connection with the Aug. 30 redemption unless such letters of transmittal had been received by the exchange agent by Aug. 14.

On Aug. 30, Arch Wireless said that its subsidiary had completed the previously announced redemption, at par value, of $15 million of its 10% notes, plus accrued interest. It said that with the redemption, the second in recent weeks, Arch now had $175 million principal amount of the 10% notes outstanding, and said that it had given The Bank of New York notice of its intention to redeem another $15 million of the notes on Sept. 30. Only holders of record as of Sept. 16 could participate in the transaction.

On Sept. 30, Arch said that its subsidiary had completed the previously announced redemption, at par value, of $15 million of its 10% notes, plus accrued interest. It said that with the redemption, the third in recent weeks, Arch now had $160 million principal amount of the 10% notes outstanding, having redeemed a total of $40 million of the $200 million of the notes that were originally issued. Arch did not at that time announce plans for a further redemption of the notes.

On Nov. 2, Arch said that its subsidiary had notified The Bank of New York, as trustee, of its intention to redeem, at par value, another $35 million principal amount of the 10% notes on Dec. 31, with a record date for the transaction of Dec. 16.

Arch also disclosed that the company had completed a mandatory redemption payment of $15 million, plus accrued interest, on Nov. 15, bringing the amount of the remaining outstanding notes down to $145 million from $160 million previously. It said that upon the completion of the planned $35 million redemption on Dec. 31, Arch will have redeemed $90 million of the $200 million of the bonds which were originally issued on May 29, after Arch's financial restructuring was completed. The $90 million would include the $35 million being redeemed on Dec. 31, the $15 million November redemption and the $40 million total redeemed in three separate previously announced transactions which took place in July, August and September. Following the Dec. 31 redemption, Arch said it would have $110 million of the notes remaining outstanding.

On Dec. 31, Arch said that its subsidiary had completed the previously announced redemption of $35 million of the 10% notes, bringing the amount of notes redeemed since the bonds were issued up to $90 million, and bringing the amount still outstanding down to $110 million.

On Jan. 28, Arch said that its subsidiary would redeem an additional $10 million principal amount of the 10% notes at par value on Feb. 28, a transaction that would bring the amount of outstanding notes down to $100 million from $110 million.

Satelites Mexicanos launches consent solicitation

Satelites Mexicanos SA de CV said on Friday (Feb. 28) that it was soliciting the consent of the holders of record (as of Thursday, Feb. 27) of its $204.4 million of senior secured floating-rate notes due 2004 to proposed indenture changes.

Satmex, a Mexico-City-based satellite telecommunications operator, said in a 6-K filing with the Securities and Exchange Commission that the consent solicitation would expire at 5 p.m. ET on March 14, subject to possible extension.

It is offering to pay holders a consent fee of $2.50 per $1,000 principal amount of the notes for which consents are granted.

The company said that consents may be revoked at any time before it certifies to the notes' trustee that it has received consents from a majority of the noteholders. On and after such date, consents may not be revoked except under the limited circumstances described in the consent solicitation statement.

Effectiveness of the proposed amendment is conditioned upon the receipt of consents from the holders of at least a majority of the outstanding principal amount of the notes

Citibank, N.A. (call 212-657-9055, or toll-free at 800 422-2066) is the trustee for the notes.

Lexington Precision again extends exchange offer for 12¾% notes

Lexington Precision Corp. said on Friday (Feb. 28) that it had again extended its previously announced offer to exchange new debt, plus stock-purchase warrants and a participation payment, for its outstanding 12¾% senior subordinated notes which came due in 2000 but which were not redeemed at that time. The offer was extended to midnight ET on March 7, subject to possible further extension, from the previous Feb. 28 deadline.

Lexington said that as of Feb. 28, holders had tendered $27,209,125 of the notes, or 99.3% of the outstanding amount, unchanged from the amount announced on Oct. 31 and in a number of subsequent expiration deadline extension announcements. While that has satisfied the 99% minimum tender condition to the exchange offer, the company said that a number of other conditions have not yet been satisfied, including the completion of a new senior secured credit facility on terms satisfactory to the company.

AS PREVIOUSLY ANNOUNCED Lexington Precision, a New York-based manufacturer of rubber and metal components for the automobile and medical devices industries, said on July 10 that it had begun an exchange offer for its $27.412 million of outstanding 12¾% notes. Under the terms of the exchange, which is open only to holders of record (as of July 1) of the existing notes, the company would give them a principal amount of new 11½% senior subordinated notes due 2007 equal to the sum of the principal amount of the outstanding 12¾% notes, plus the accrued interest on those notes from Aug. 1 1999, through April 30, 2002. The company said that accrued interest would total $350.625 per $1,000 principal amount of the existing notes. It said that if all of the outstanding existing notes were to be tendered and the exchange offer completed, Lexington Precision would issue new 11½% notes to cover a total of $9.611 million of accrued interest from the existing notes.

Lexington Precision initially said that the exchange offer would expire at midnight ET on Aug. 7, although this deadline was subsequently extended multiple times. It said that interest on the new 11½% notes would accrue from May 1, 2002; interest for the three-month period ended July 31 would be paid on the issue date of the 11½% notes, and after that, would be payable quarterly on each November 1, February 1, May 1, and August 1. The company said that holders of the new 11½% notes would also receive a participation fee equal to $22.20 per $1,000 principal amount of 11½% notes issued, payable in three equal installments on Sept. 30, 2002, Dec. 31, 2002 and March 31, 2003. Lexington further said it would also issue to the holders of the new notes warrants to purchase 10 shares of common stock per $1,000 principal amount of notes; the warrants would allow their holders to buy the stock at a price of $3.50 per share at any time during the period from Jan. 1, 2004 through Aug. 1, 2007. Prior to Jan. 1, 2004, the warrants will not be detachable from the 11½% notes and will be transferable only as part of a unit with the notes.

The company said that it was undertaking the exchange offer as part of a larger comprehensive financial restructuring plan that would also involve an extension of the company's 10½% senior notes and 14% junior subordinated notes, and a refinancing of the company's senior, secured credit facilities. It said that completion of the exchange offer would be subject to a number of conditions, including the refinancing of Lexington's other debt on satisfactory terms. Completion of the exchange offer would also be subject to the condition that at least 99% of the outstanding 12¾% notes be tendered for exchange and not withdrawn. The company warned that if the exchange offer were to be completed, it would not pay principal or accrued interest on any untendered 12¾% notes. It further said that the exchange offer reflects an agreement in principle that it reached with the four largest holders of its 12¾% notes, who among them control a total of $20.49 million of the 12¾% notes, or 74.7% of the $27.412 million outstanding.

On Aug. 7, the company extended the expiration of the exchange offer to 12 midnight ET on Aug. 30, and on Aug. 30, it said that it had again extended the offer to midnight ET on Sept. 30 and said that it had received tenders of $27,131,875 of the notes, or 98.98% of the outstanding amount, just shy of the 99% minimum tender condition. On Sept. 30, Lexington announced the further extension of the offer to 12 midnight ET on Oct. 18, and said that it had received tenders of $27,208,875 of the notes, or slightly more than 99% of the outstanding amount, satisfying the minimum tender condition to the consummation of the exchange offer. On Oct. 18, the company announced the further extension of the offer to 12 midnight on Oct. 31, subject to possible further extension, and said that as of Oct. 18, some $27,209,125 of the notes, or slightly more than 99% of the outstanding amount, had been tendered.

A series of similar announcements further extending the offer were subsequently made, most recently on Feb. 24, with the same level of noteholder participation as previously announced.

Alestra extends tender and exchange offers for 12 1/8% '06, 12 5/8% '09 notes

Alestra, S de RL de CV (Ca) said on Thursday (Feb. 27) that it had extended its previously announced cash tender offers, exchange offers and consent solicitations for all of its outstanding 12 1/8% senior notes due 2006 and 12 5/8% senior notes due 2009.

It said that the offers and the solicitations were extended to 11:59 p.m. ET on March 27, subject to possible further extension, from the originally announced March 13 deadline. The early consent deadline for the offers was extended to 11:59 p.m. ET on March 13, subject to possible further extension, from the originally announced Feb. 27. Holders who have already tendered their notes under the terms of the exchange offers or the cash tender offers may withdraw those tendered notes at any time prior to March 13.

Morgan Stanley & Co. Inc. is acting as dealer manager and solicitation agent for the cash tender offers, exchange offers and the consent solicitations. D.F. King (call 212 269-5550) is the information agent.

AS PREVIOUSLY ANNOUNCED, Alestra, a provider of telecommunications services in Mexico based in San Pedro Garza Garcia, Mexico, said on Feb. 13 that it had launched cash tender offers, exchange offers and consent solicitations for all of its outstanding 12 1/8% and 12 5/8% notes ($270 million of the 12 1/8% notes and $300 million of the 12 5/8% notes had been issued in May, 1999; the company did not disclose the amount of either note currently outstanding).

Alestra initially said the offers would expire at 11:59 p.m. ET on March 13 (this deadline was subsequently extended).

The company said it would offer either $970 principal amount of new senior step-up notes due May, 2008 and an early consent payment of $30 principal amount of those new notes OR a cash payment of $400 and an early consent payment of $30 per $1,000 principal amount of the outstanding 12 1/8% notes. The 2008 step-up notes will pay cash interest of 5% until May, 2006 and 7% thereafter.

It will offer either $970 principal amount of new senior step-up notes due February, 2011, and an early consent payment of $30 principal amount of those new notes OR a cash payment of $400 and an early consent payment of $30 per $1,000 principal amount of the outstanding 12 5/8% notes. The 2011 step-up notes will pay cash interest of 5% until August, 2006 and 8% thereafter.

The early consent payments - either in cash or in new step-up notes - would be payable only to those holders of senior notes tendering their notes by the early consent payment deadline of 11:59 p.m. ET on Feb. 27 (this initial deadline was subsequently extended). Holders of Alestra's outstanding senior notes would be able to elect the applicable exchange offer, cash tender offer, or both, subject to pro ration. Holders tendering their senior notes in the offers will not receive any accrued and unpaid interest on those notes.

Alestra said that if the offers are consummated, the restructuring, including the tender offers, the early consent payments and expenses, will be financed by a capital contribution from Alestra's shareholders in the amount of $80 million, which will be provided 51% by Onexa and 49% by AT&T. The offers are conditioned, among other things, on the receipt of tenders of at least 95% of the outstanding senior notes.

Grupo TMM extends exchange offers for 9½% '03, 10¼% '06 notes

Grupo TMM SA said it had extended its previously announced exchange offers to exchange new longer-maturity debt for all of its outstanding 9½% senior notes due 2003 and its 10¼% senior notes due 2006.

The company said in a Feb. 24 news announcement that the offer had been extended to 5 p.m. ET on March 11, subject to possible further extension, from the previous Feb. 25 deadline.

It said that as of 5 p.m. ET on Feb. 21, approximately $55,561,000 principal amount of the 9 ½% notes, or 31.41% of the outstanding amount, had been tendered and not withdrawn, while $150,142,000 principal amount of the 10 ¼% notes, or 75.07% of the outstanding amount, had been tendered 2006 notes, representing a majority of the 2006 notes, had been tendered and not withdrawn.

While the condition that a majority of the 10 ¼% notes be tendered had been fulfilled, the revised minimum tender condition of 80% of the 9 ½% notes remained unmet.

Grupo TMM also supplied additional specific details of its previously announced proposed amendment to the economic terms of the offer for the 9½% notes, which were contained in a registration statement filed with the Securities and Exchange Commission. It said that it planned to offer 55

warrants (to purchase the company's American Depositary Shares) per $1,000 principal amount of the 9½% notes tendered and accepted for payment, in addition to the previously announced compensation.

It said that each warrant would be exercisable to purchase one ADS, representing one of the company's Series A Shares, at an exercise price of $9.00 per warrant, subject to certain adjustments, payable only by surrender of the new notes offered in the exchange offers (subject to limitations). If all of the 2003 notes were tendered and exchanged, the company would issue approximately 9.7 million ADSs. Unless exercised, the warrants will expire in 2010.

Grupo TMM said that the changes described in the new registration statement and the amendment will not be offered to holders and will not become a part of the existing exchange offers until further action is taken by Grupo TMM and the SEC to complete the new registration statement and have it declared effective by the SEC.

Salomon Smith Barney Inc. is acting as the dealer manager for the exchange offers and consent solicitations. Mellon Investor Services (call toll-free at 888 689-1607; banks and brokers call 917 320-6286) is the information agent.

AS PREVIOUSLY ANNOUNCED, Grupo TMM, a Mexico-City-based provider of land and ocean transportation services, said on Aug. 29 that it intended to offer to exchange new debt securities for all of its outstanding 9½% and 10¼% notes. It said the exchange offers would be undertaken consistent with its previously announced plan to extend the company's debt maturities and obtain additional financial flexibility.

TMM said that the terms of the planned exchange, including the interest rate of the new debt securities, had not been finalized, but the securities are expected to be senior unsecured debt of Grupo TMM maturing in 2009. In addition, it said that the new debt securities would be guaranteed on a senior unsecured basis by TMM Holdings SA de CV, a newly-formed, wholly-owned subsidiary of Grupo TMM, which would indirectly hold all of its parent's approximately 51% voting and 38.4% effective economic interest in another subsidiary, Grupo TFM SA de CV, through which Grupo TMM conducts its rail operations.

Grupo TMM further said that in connection with the exchange offers, it expected to solicit consents from the holders of the outstanding 9½% and 10¼% notes, seeking to amend or eliminate certain of the covenants contained in the notes' indentures. It said that holders who tender notes and give their consents prior to the deadline that would be established for the consent solicitation would be entitled to receive a cash consent fee. The amendments would only become effective upon completion of the exchange offers and consent solicitations, which would be described in detail in the official offering material.

Grupo TMM did not formally set down a timetable for the proposed exchange offers and related consent solicitations, other than that the exchange offers would begin once the company has completed its regulatory filings and obtained all necessary governmental authorizations. The company said that it expected that the exchange offers to be completed early in the fourth quarter. Grupo TMM said it had filed a registration statement relating to the exchange offers with the U.S. Securities and Exchange Commission, and was expecting to commence the offers as soon as practicable after the registration statement was declared effective and it had obtained the necessary authorizations from the Comision Nacional Bancaria y de Valores de Mexico.

On Dec. 26, Grupo TMM said that it had begun its previously announced offers to exchange new, longer-maturity debt for all of its outstanding 9½% and 10¼% notes, and said the exchange offers would expire at 5 p.m. ET on Feb. 11, 2003 (this deadline was subsequently extended).

Grupo TMM said it would offer a like principal amount of its new 10¾% percent senior notes due 2009 for the existing notes; the new notes are to be issued at the time the exchange offers close. They would be guaranteed on a senior unsecured basis by TMM Holdings, SA de CV, a wholly owned subsidiary that indirectly owns all of TMM's interest in Grupo Transportacion Ferroviaria Mexicana, SA de CV, which in turn operates TMM's rail operations.

The company said that concurrently with the exchange offers, it was also soliciting consents from holders of the existing notes for certain amendments which would eliminate certain restrictive covenants and amend certain other provisions of the respective indentures under which the existing notes were issued. Holders tendering their notes in the exchange offers would be considered to have given their consent to the proposed amendments applicable to the series of existing notes being tendered.

Subject to the terms and conditions contained in the prospectus and letter of transmittal related to the exchange offers and consent solicitations, Grupo TMM said it would pay a cash consent fee in an amount of $5 per $1,000 principal amount of existing notes validly tendered and not subsequently revoked by the consent payment deadline of 5 p.m. ET on Jan. 28, subject to possible extension.

The company said the obligation of Grupo TMM to consummate either exchange offer would be conditioned upon, among other things, receipt of valid and unrevoked tenders representing at least 85% of the outstanding principal amount of the 9½% notes and at least a majority of the outstanding principal amount of the 10¼% notes.

It said tenders and the related consents could not be withdrawn at any time after the consent payment deadline, unless that deadline were to be extended by Grupo TMM with respect to one or both series of existing notes.

On Feb. 12, Grupo TMM said that it had extended the expiration date of the offers to 5 p.m. ET on Feb. 18, subject to possible further extension, from the original Feb. 11 deadline. As of 5 p.m. ET on Feb. 11, $54.198 million of the 9½% notes, or approximately 30.64% of the outstanding amount, and $109.164 million of the 10¼% notes, or 54.58% of the outstanding amount, had been tendered and not withdrawn.

While that fulfilled the minimum tender condition of at least a majority of the 10¼% notes, the 85% minimum tender condition for the 9½% notes remained unmet at that time.

Grupo TMM said on Feb. 18 that it had extended the exchange offers to 5 p.m. ET on Feb. 25, subject to possible further extension, from the previous Feb. 18 deadline, and had amended the terms of the offers to include warrants to purchase American Depositary Shares of Grupo TMM as part of the consideration being offered to holders of the 9½% notes; to offer all holders of the 9½% notes a consent fee of $5 per $1,000 principal amount of notes; to reduce the minimum tender condition for the 9 ½% notes from 85% of the notes to 80%; and to extend the expiration date for both exchange offers and consent solicitations, as noted. All other terms and conditions of the exchange offers and the consent solicitations would remain the same.

It said that as of the previous expiration deadline, approximately 30.79% of the outstanding 9½% notes, or $54.458 million principal amount, had been tendered and not withdrawn, and 67.21% of the outstanding 10¼% notes, or $134.425 million principal amount, had been tendered and not withdrawn. While the minimum tender condition of at least a majority of the 10¼% notes has been fulfilled, the then-required 85% minimum tender condition for the 9½% notes remained unmet.

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