IDT United Inc. said Wednesday (Jan. 23) that the consent condition on its previously announced tender offer for all of the outstanding 10¾% senior secured discount notes due 2008 issued by UNITEDGLOBALCOM INC. (UCOMA) (Caa3/B+) has been satisfied. IDT said that as of 5 p.m. ET on January 23, the depositary for the offer had received valid tenders, not subsequently withdrawn, of $1,010,576,000 aggregate principal amount at maturity, plus consents to proposed indenture changes and approvals of waivers which it is seeking. That satisfied the condition of receipt of tenders and consents from the holders of at least two-thirds of the notes. Under terms of the offer, withdrawal rights have been eliminated. United GlobalCom said it will meet promptly with the notes' trustee to sign a supplemental indenture putting the desired changes into effect, and will meet with the collateral agent under pledge agreements attached to the notes to sign a termination agreement regarding those pledge agreements. AS PREVIOUSLY ANNOUNCED, IDT United, a corporation formed by IDT Venture Capital Corp. and Liberty UGC Bonds, Inc., the latter a wholly-owned subsidiary of LIBERTY MEDIA CORP. (L) (Baa3/BBB-), said on Dec. 21 that it had begun a cash tender offer for all of the $1.375 billion (face amount at maturity) of outstanding 10¾% discount notes issued by UnitedGlobalCom, a Denver-based international broadband communications provider. The tender offer and related consent solicitation was undertaken by Liberty under terms of the definitive agreements relating to United's transaction with Liberty, an Englewood, Colo.-based company with interests in international and domestic video programming, communications, technology and Internet businesses, which were signed on Dec. 3, under which Liberty will take a 76% stake in UnitedGlobalCom in exchange for an $896.1 million exchangeable loan, $200 million in cash, $1.44 billion in notes and other items (upon completion of the transaction, all of Liberty's interests in IDT United will be sold to New UnitedGlobalCom, Inc., in exchange for the assumption of Liberty's indebtedness to United and/or cash). IDT United initially said the tender offer would expire at midnight ET on Jan. 22, a deadline which was subsequently extended, and initially set midnight ET on Jan. 9 as the deadline for holders to be eligible to receive a payment for consenting to proposed indenture changes and to the termination of related pledge agreements. Tendering the notes is considered to be automatically granting consent. It initially set a purchase price of $250 per $1,000 principal amount at maturity, including s $20 per $1,000 consent fee for holders tendering their notes by the consent deadline. On Jan. 14, IDT United announced that it had increased the purchase price of the notes to $360 per $1000 principal amount at maturity, up from $250, and it eliminated the separate consent payment portion of the consideration for holders who had tendered by the Jan. 9 deadline. IDT United also said that it had amended the consent solicitation portion of the offer and was seeking consents from the noteholders to the waiver of any defaults or events of default under the notes' indenture or related pledge agreements, and to the waiver of compliance with pledge agreements and the provisions of the indenture scheduled to be deleted as a result of the consent solicitation. On January 18, it announced a higher purchase price for the notes of $400 per $1,000 principal amount at maturity (from $360 previously), and extended the offer to 5 p.m. ET on Feb. 1, subject to possible further extension. IDT United said the tender offer is conditioned upon the now-fulfilled condition of its receipt of valid tenders (not subsequently withdrawn) from the holders of at least two-thirds of the aggregate principal amount at maturity of the UnitedGlobalCom notes, and other conditions outlined in the offer documents. Salomon Smith Barney (800 558-3745) is the dealer manager and solicitation agent for the tender offer and related consent solicitation. Mellon Investor Services (888 788-1979) is the information agent and depositary for the offer.

Temple-Inland Inc. (TIN) (Baa2/BBB) said Monday (Jan. 21) that it had launched a new tender offer for the outstanding 9 3/8% senior notes due 2007, the 9¾% senior notes due 2007 and the 9 7/8% senior subordinated notes due 2008 of GAYLORD CONTAINER CORP. (GCR) (senior at Caa2/CCC+; subordinated at Caa3/CCC), and had also launched a new tender offer for Gaylord's common shares, as part of renewed effort to acquire Gaylord, which has agreed to the revised bid terms. The new offers are cross-conditional, and are scheduled to expire on Feb. 19, subject to possible extension. Assuming that all shares and notes are tendered, the total consideration for the transaction is approximately $847 million, consisting of about $65 million to acquire the Gaylord shares at $1.17 per share, and around $782 million to acquire all of the notes, and to satisfy Gaylord's outstanding bank debt and other senior secured debt obligations. A subsidiary of Temple-Inland is tendering for the public debt and soliciting noteholder consents to proposed indenture changes that would eliminate certain restrictive covenants and other contractual obligations of Gaylord. It set a purchase price of $900 per $1,000 principal amount for Gaylord's 9 3/8% and 9 ¾% senior notes and $400 per $1,000 principal amount for Gaylord's 9 7/8% notes, an increase from the prices it offered in its earlier tender offer, which was allowed to expire on Jan. 7 due to lack of sufficient noteholder participation. Except for the increased noteholder consideration, the material terms of the new offer are essentially unchanged from those of the previous offer. AS PREVIOUSLY ANNOUNCED, Temple-Inland, an Austin, Tex.-based maker of packaging materials, said Sept. 28 that it would acquire all of the outstanding junk bond debt of Gaylord, as part of its $786 million acquisition of the Deerfield, Ill.-based packaging materials maker. Temple-Inland said it would also tender for all of Gaylord's outstanding shares, and said certain outstanding bank debt and other senior secured debt obligations of Gaylord would be paid or otherwise satisfied. The $786 million figure assumed that all shares and all notes would be tendered and broke down into approximately $100 million to purchase all of the shares at $1.80 per share, and approximately $686 million to acquire all the notes and to satisfy the bank debt and other senior secured debt obligations. The equity and debt tender offers were originally scheduled to expire on Oct. 26, but both were subsequently extended. Temple-Inland originally offered total compensation of $755 per $1,000 principal amount, including a $20 per $1,000 consent payment for notes tendered by the original consent deadline of Oct. 12, and offered the holders of the 9 7/8% senior subordinated notes total consideration of $260 per $1,000 principal amount, including the $20 consent payment. Temple-Inland announced on Dec. 3 that it had raised the amount it would offer to pay as total consideration to holders of the 9 3/8% and 9¾% senior notes tendering by the extended expiration deadline to $875 per $1,000 principal amount, and raised the total consideration for its 9 7/8% senior subordinated notes to $400 per $1,000 principal amount. All holders would also be eligible to receive accrued and unpaid interest. While the original debt total consideration included a $20 per $1,000 principal amount consent payment for each series of notes, where applicable, the revised consideration eliminated the separate consent payment, so that no consent payment would be paid on any of the notes tendered prior to any previously existing consent deadline. Temple-Inland also reduced the price it would pay for Gaylord's shares to $1.25, from $1.80 per share. The overall merger transaction between Temple-Inland and Gaylord was contingent upon Temple-Inland receiving at least 90% of the outstanding amount of each series of the notes, with those notes having been validly tendered and not withdrawn prior to the expiration of the offer. The merger deal was also contingent upon, among other things, Temple-Inland getting at least two-thirds of the outstanding Gaylord shares, as well as regulatory approval and the satisfaction or waiver of customary closing conditions. Despite the increased total consideration offered the debtholders, Temple-Inland said Jan. 8 that the tender offer for the notes had expired as scheduled at midnight ET on Jan. 7 without further extension, with the minimum tender conditions not satisfied. As of the deadline, $42.799 million of the 9 3/8% notes, $59,639,500 of the 9¾% notes and $10.085 million of the 9 7/8% notes had been tendered, well below the needed participation threshold. Some 47.198 million shares of common stock, or about 84% of the outstanding amount, had been tendered under the separate but concurrent equity tender offer, exceeding the threshold. Accordingly, Temple-Inland said it would not accept for payment or pay for any notes or any shares tendered, adding that all tendered shares and/or notes would be returned promptly to their holders. Because the tender conditions were not satisfied, TIN said its merger agreement with Gaylord had been terminated. In announcing the revised tender offers and the new merger agreement on Jan. 21, Temple-Inland also noted that the transaction - just like the previous merger arrangement had been - is not conditioned upon financing, since Temple-Inland has received a financing commitment from Citibank, NA, to fund its offer for all outstanding Gaylord shares and the notes, as well as to satisfy the bank debt and other senior secured debt obligations, and pay costs and expenses associated with the transaction. Deutsche Banc Alex. Brown and Rothschild Inc., acted as financial advisors to Gaylord. Reprising roles they filled during the original debt tender offer, Salomon Smith Barney Inc. (800 558-3745) is dealer/manager for Temple-Inland in connection with the tender offer for the notes. The information agent is D. F. King & Co., Inc. (bankers and brokers call 212 269-5550; all others call 800 549-6650).

THE SPORTS AUTHORITY, INC. (TSA) said Jan. 17 that it will repurchase $25 million of mortgage notes pursuant to a "put" of the notes by their holder. The Fort Lauderdale, Fla.-based sporting goods retailer said the notes were issued by landlords of five stores for which leases commenced when The Sports Authority was still a wholly-owned subsidiary of KMART CORP. (KM) (D/D) Kmart, the Troy, Mich.-based discount retailing giant, guaranteed the rent payable by The Sports Authority for these stores. The notes were put to TSA as a result of the recent downgrade of Kmart's debt by credit rating agencies. The circumstances giving rise to a "put" of the notes are detailed in Note 12 to the company's financial statements included in its Form 10-K for 2000. TSA said its capital structure was designed to comfortably accommodate the "put" of the notes, and confirmed that its capital expenditure plans for fiscal year 2002, amounting to approximately $35 million, will not be affected by the notes' purchase. It said that it would carefully evaluate whether to resell or retain the notes, since while reselling the notes to another investor would provide TSA with a longer-term source of financing, retaining them would provide the company with nearly $1.5 million of annual expense savings at current interest rates. The company said it expects total debt as of the fiscal year-end on Feb. 2 to be approximately $185 million, including the funding for the notes' purchase â€" $60 million less than at the previous fiscal year-end. The Sports Authority further said that in addition to the five leases mentioned above, Kmart continues to guarantee 51 other company leases and the company is required to indemnify Kmart in certain events under the Lease Guaranty, Indemnification and Reimbursement Agreement. It said no developments involving Kmart should affect these 51 guaranteed leases or require The Sports Authority to make any payments under the agreement. The company also said it has no other material relationships with Kmart, which filed for Chapter 11 protection on Jan. 22.

MARCONI PLC (MONI) said Jan. 17 that it had repurchased €84.9 million of outstanding euro-denominated bonds and $216.1 million of outstanding dollar-denominated bonds. The total face amount of the repurchased securities was £200 million, or approximately $286 million, figuring an exchange rate of $1.43 per pound. Marconi paid an average price of 55% of face value, for a total cash expenditure, excluding transaction fees, of £110 million, or approximately $157.3 million. The buyback - the latest of several - occurred four days before crucial talks with the company's lenders. In privately negotiated transactions through its Ancrane Ltd. unit, Marconi bought back €24.9 million principal amount of its €500 million of 5 5/8% eurobonds due 2005, €60 million principal amount of its €1 billion of 6 3/8% eurobonds due 2010, $86 million principal amount of its $900 million of 7¾% yankee bonds due 2010 and $130.1 million principal amount of its $900 million of 8¾% yankee bonds due 2030. Marconi said that following the latest repurchase, it now has €432.1 million of the 5 5/8% and €743.3 million of the 6 3/8% eurobonds remaining outstanding, and $769 million of each of the 7¾% and 8¾% dollar bonds. Marconi said that it might buy back additional bonds in the future if terms are favorable, but said that it is not currently seeking to make more repurchases. AS PREVIOUSLY ANNOUNCED, Marconi, a London-based telecommunications equipment maker, said on Oct. 12 that it was considering buying back some of its bonds in an effort to cut its debt, but said no decision had been made at that time. The company was then estimated to have some £4.4 billion ($7 billion) of debt outstanding, although it has said it hoped to bring that debt load down to between £2.7 billion and £3.2 billion ($4.3 billion to $5.1 billion) by March 31. The company did not say which of its bonds might possibly be bought back, or at what price, and offered no timetable for any debt buyback. On Jan. 15, the company said that in December, it had spent £101 million, including about £9 million of transaction costs and accrued interest, to buy £178 million (face amount) of the two series of eurobonds and the two series of dollar bonds. It said it had purchased 8.6% and 19.7% of its 2005 and 2010 eurobonds, respectively, as well as 5% of its 2010 dollar bonds. The bonds were repurchased at an estimated price of 52 cents per share.

DOSKOCIL MANUFACTURING COMPANY INC. said Jan. 15 that it had reached agreement with its bondholders to "significantly" reduce the amount of the company's outstanding debt. The Arlington, Tex.-based manufacturer of pet and sporting goods products said the transaction, which was finalized on Dec. 21, reduced the company's debt from $176 million to $58 million. All of the outstanding notes were tendered and none now remain outstanding. Under terms of the agreement, the holders of Doskocil's 10 1/8% notes due 2007 voted unanimously to exchange debt for minority ownership in the privately-held company. Majority owner Westar Capital agreed to make an additional investment in the company, and Doskocil revised its senior credit facility in cooperation with its existing 11-member bank group, which is led by Bank of America (Dallas).

AVIATION SALES CO. (AVIO) (Ca/nr) said Jan. 15 that it had begun its previously announced note exchange offer and consent solicitation, under which the company is offering to exchange $10 million in cash, $100 million of its new 8% senior subordinated convertible PIK (payment in kind) notes due 2006, shares of the company's post-reverse split common stock and warrants to purchase additional common for all of its currently outstanding 8 1/8% senior notes due 2008. The offer and the solicitation are scheduled to expire Feb. 20, subject to possible extension. The exchange offer is subject to fulfillment of certain conditions, including the receipt of tenders from holders of at least $132 million of the existing notes (80% of the outstanding amount), completion of an associated rights equity offering announced simultaneously with the note exchange offer, and the receipt of stockholder approval for each of the parts of the offering. Aviation Sales said the holders of 73.02% of the outstanding existing notes had previously agreed to exchange their notes in the offer. AS PREVIOUSLY ANNOUNCED, Aviation Sales, a Greensboro, N.C.-based provider of aviation maintenance, repair and overhaul services for major commercial airlines, said on Nov. 30 that its bank lenders had recently approved a debt restructuring plan under which the holders of its $165 million of outstanding 8 1/8% notes would exchange their notes for $10 million in cash, $100 million in new 8% five-year payment-in-kind notes and 15% of the equity in the reorganized company. Holders of 73.02% of the outstanding notes agreed in August to support the plan, and also agreed to waive the default arising because Aviation Sales did not pay the interest due on the notes on Aug. 15. Aviation Sales said that to achieve the note restructuring and accompanying equity rights offering, it must achieve approval of a majority of its current stockholders, and 80% of the holders of the existing notes must tender their securities and consent to remove all covenants, except the obligation to pay principal and interest. The company said that if it does not complete the note exchange and rights offering, it may have to seek bankruptcy protection. It gave no projected timetable for its planned note exchange offer and consent solicitation. The company said on Dec. 26 that it had set Dec. 28 as the record date for the consent solicitation among the holders of the 8 1/8% notes. Aviation sales said the noteholders would be asked to consent to certain modifications to the notes' indenture, in connection with the previously announced planned note exchange offer. It also filed registration statements relating to the planned note exchange - as well as a proposed rights offering - with the Securities and Exchange Commission.

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