Nextel to redeem $500 million 9.95% discount notes

New York, Sept. 24 - Nextel Communications Inc. said it is calling for redemption its $500 million principal amount of its 9.95% senior serial redeemable discount notes due 2008.

The Reston, Va. wireless phone company will redeem the notes on Oct. 24 at 104.975% of par.

Currently $1.293 billion principal amount of the notes are outstanding.

The redemption will be made on a pro rata basis.

American Seafoods amends tender offer for 10 1/8% notes

New York, Sept. 24 - American Seafoods Group LLC (B3) and American Seafoods Finance, Inc. said that they had amended the terms of their previously announced cash tender offer to purchase any and all of their outstanding 10 1/8% senior subordinated notes due 2010, and related consent solicitation.

The company - which originally said that it would set the consideration it would offer its noteholders on Sept. 29, based on the yield at 2 p.m. ET that day - said it had set the total consideration that it will offer to holders tendering their notes and delivering their consents to proposed indenture changes by the consent deadline at $1,200 per $1,000 principal amount of notes validly tendered and accepted for purchase. The total consideration includes a $30 per $1,000 principal amount consent fee.

Payment for holders tendering after the consent deadline (i.e. total consideration less the consent fee) will be $1,170 per $1,000 principal amount.

All tendering noteholders will also receive accrued and unpaid interest up to, but not including, the payment date.

The proposed price represents an increase over the estimated total consideration of $1,184.14 per $1,000 principal amount, assuming a payment date of Oct. 16, which the company suggested holders might receive when it first announced the tender offer. It said that the higher total consideration figure was reached following discussions between itself, the tender offer dealer-manager Credit Suisse First Boston LLC and "a noteholder purportedly representing noteholders holding in excess of 80% of the aggregate principal amount of the notes." It also said that those noteholders have indicated that they intend to promptly tender their notes into the offer at the increased purchase price and consent to the desired indenture changes.

American Seafoods said that as of the close of business on Sept. 23, approximately $9.93 million of the $175 million outstanding principal amount of the 10 1/8% notes had been tendered.

All other previously announced terms and conditions of the offer and deadlines remain unchanged.

As previously announced, American Seafoods, a Seattle-based harvester and processor of fish products, said on Sept. 15 that along with its American Seafoods Finance subsidiary, it had begun a cash tender offer to purchase any and all of its outstanding 10 1/8% notes, and was also soliciting noteholder consents to certain proposed amendments to the notes' indenture, which would eliminate substantially all of the restrictive covenants, certain repurchase rights and certain events of default and related provisions.

The company said the consent solicitation will expire at 5 p.m. ET on Sept. 26, and the tender offer will expire at midnight ET on Oct. 10, with all deadlines subject to possible extension.

American Seafood initially said that the price it would offer for the notes would be set at 2 p.m. ET on Sept. 29, using a formula based on the yield on the reference security, the 5 5/8% U.S. Treasury Note due Feb. 15, 2006, at the pricing deadline, and it suggested that, for example, if the yield at the pricing deadline was the same as that seen at 2 p.m. ET on Sept. 12 - 1.832% - then the total consideration to be paid would equal $1,184.14 per $1,000 principal amount of notes tendered, assuming a payment date of Oct. 16.

The company said total consideration would include a consent payment of $30 per $1,000 principal amount of tendered notes, payable to those holders who tender their notes (and thus, consent to the proposed indenture changes) by the consent deadline. The tender offer consideration (i.e. the consideration to be paid to holders tendering notes after the consent deadline) is equal to the total consideration less the consent payment. All tendering holders will additionally receive accrued and unpaid interest up to, but not including, the payment date.

Holders who tender notes under the terms of the tender offer on or prior to the consent deadline are obligated to also consent to the proposed amendments. Holders who consent to the proposed amendments are required to also tender their notes, and may not revoke such consent without withdrawing the previously tendered notes to which such consent relates. Tendered notes may be withdrawn and related consents may be revoked at any time on or prior to the consent expiration date for the offer, but not after that.

The company said that completion of the tender offer would be subject to certain conditions, including the consummation of certain financing transactions contemplated by the S-1 registration statement and subsequent amendment which American Seafoods has filed with the Securities and Exchange Commission; the receipt of the requisite consents to the proposed indenture changes from the noteholders; and the execution of the related supplemental indenture incorporating those changes.

Credit Suisse First Boston LLC is the dealer manager for the offer and the solicitation agent for the solicitation (call 800 820-1653). Documentation can be obtained from MacKenzie Partners, Inc., the information agent (212 929-5500), and Wells Fargo Bank Minnesota, NA is the depositary.

AES redeems $7.06 million 10% notes

New York, Sept. 24 - AES Corp. said it has called for redemption $7.06 million principal amount of its 10% senior secured notes due 2005.

The notes will be redeemed on a pro rata basis on Oct. 25 at par plus accrued interest.

The Arlington, Va. power company said the redemption is being made out of "excess asset sale proceeds," from assets sold in 2003.

Mohegan Tribal Gaming Authority extends and amends consent solicitations

New York, Sept. 24 - The Mohegan Tribal Gaming Authority (Ba2) said that it had extended and amended its previously announced solicitation of consents to proposed indenture changes among the holders of its 8 1/8% senior notes due 2006, its 8 3/8% senior subordinated notes due 2011 and its 8% senior subordinated notes due 2012.

The consent solicitation, which had been scheduled to expire at 5 p.m. ET on Sept. 23, has been extended to 5 p.m. ET on Sept. 25, subject to possible further extension.

The Authority noted that while the original aim of the consent solicitation was to make certain provisions contained in the indentures of the three series of notes conform to those in the indenture of its recently issued 6 3/8% senior subordinated notes due 2009, it has elected to amend the solicitation so that certain provisions of the indentures governing the three series of notes will continue to be more restrictive than the corresponding provisions of the indenture for the 6 3/8% notes (Mohegan issued $330 million of the 6 3/8% notes in July).

All other previously announced terms and conditions of the consent solicitation remain unchanged.

As previously announced, Mohegan Tribal Gaming Authority, an Uncasville, Conn.-based Indian gaming operator, said on Sept. 11 that it had begun soliciting consents to proposed indenture changes from the holders of its outstanding $200 million principal amount of 8 1/8% notes, its $150 million of 8 3/8% notes and its $250 million of 8% notes.

The Authority initially said the consent solicitation would expire at 5 p.m. ET on Sept. 23, although this was subsequently extended. It said the fee to be paid for each consent properly delivered and not revoked prior to the expiration would be $5 in cash per $1,000 principal amount of notes.

The Authority said the proposed amendments generally require the consent of holders of a majority in aggregate principal amount of each series of outstanding notes.

Banc of America Securities LLC (call the High Yield Special Products group toll-free at 888 292-0070 or collect at 704 388-4813) and Citigroup Global Markets Inc. (call the Liability Management group toll-free at 800 558-3745 or collect at 212 723-6106) will be the solicitation agents. Global Bondholders Services Corp. is the information agent for the offer (toll-free at 866 470-4200 or collect at 212 430-3774).

Varsity Brands completes tender offer for 10½% notes, calls remainder

New York, Sept. 24 - Varsity Brands, Inc. (B2/B-) said its previously announced tender offer for its 10½% senior notes due 2007 expired as scheduled at 10 a.m. ET on Sept. 24 without further extension, and was closed.

The company said that as of that deadline, approximately $46 million principal amount of the notes had been tendered by their holders and repurchased by the company.

Varsity Brands said that it has called all of the remaining outstanding 10½% notes for redemption, which will take place on Oct. 24. It will redeem these remaining outstanding notes at a redemption price of $1,035 per $1,000 principal amount, plus accrued and unpaid interest up to Oct. 24.

The company further said that it had completed the proposed merger of Varsity Brands into VB Merger Corp., a subsidiary of VBR Holding Corp., which in turn is controlled by Leonard Green & Partners, LP. Consummation of the merger had been one of the conditions to completion of the tender offer for the 10½% notes. All outstanding shares of Varsity common stock, other than treasury shares and those shares owned by VBR Holding Corp., were cancelled and converted automatically into the right to receive $6.57 in cash, without interest or any other payment.

As previously announced, Varsity Brands, a Memphis, Tenn.-based cheerleading products company, said on Aug. 13 that was starting a cash tender offer for all of its outstanding 10½% notes (Standard & Poor's said there were $115 million of the notes currently outstanding).

The company initially set a consent deadline of 5 p.m. ET on Aug. 26 and an expiration date of 5 p.m. ET on Sept. 12 (the deadlines were subsequently extended).

It initially offered to pay $1,037.50 per $1,000 principal amount of notes tendered, which would include a consent fee of 0.25% of the principal amount for holders who tender by the consent deadline (the consent fee was subsequently increased to 0.625% of the principal amount, which in turn raised the total consideration to $1,041.25 per $1,000 principal amount).

Varsity Brands also said it was seeking consents to certain proposed amendments to the notes' indenture (the consents were eventually received after numerous extensions of the consent deadline).

The company said the tender offer was being carried out in conjunction with the planned leveraged buyout of Varsity by a wholly-owned subsidiary of an affiliate of Leonard Green & Partners, LP, together with members of the company's senior management. Completion of the tender offer is conditioned upon, among other things, the consummation of the merger between Varsity Brands and VB Merger Corp., which was formed by Leonard Green & Partners for the purpose of acquiring majority ownership of Varsity.

Jefferies & Co., Inc. (800 933-6656) is dealer manager and information agent for the tender offer. The depositary is HSBC Bank USA.

Parker Drilling tenders for 9¾% notes, solicits 10 1/8% note consents

New York, Sept. 24 - Parker Drilling Co. (B2) said it has begun a cash tender offer for any and all of the $214.192 million remaining outstanding principal amount of its 9¾% senior notes due 2006 (out of the $449.8 million issued in March 1998) and is also soliciting noteholder consents to proposed indenture changes. It has also begun a separate but concurrent consent solicitation among the holders of its 10 1/8% senior notes due 2009.

Parker Drilling, a Houston-based international oilfield services company, said that the twin consent solicitations would each expire at 5 p.m. ET on Oct. 1, and the tender offer for the 9¾% notes would expire at 5 p.m. ET on Oct. 22, with all deadlines subject to possible extension.

Under the terms of the tender offer, Parker Drilling will pay $1,023 per $1,000 principal amount for each validly tendered 9¾% plus accrued and unpaid interest up to the payment date. The total consideration will include a $30 per $1,000 principal amount consent payment for those holders who tender their notes and deliver their consents by the consent deadline.

Holders are being asked to consent to amendments that would eliminate certain restrictive covenants contained in the indenture, thereby affording the company additional financial and operational flexibility.

Holders who tender their 9¾% notes will be required to also consent to the proposed amendments, and holders may not deliver consents to the proposed amendments without also tendering their notes.

Holders who tender their notes after the consent deadline will receive $993 per $1,000 principal amount (i.e. the total consideration figure less the consent payment), plus accrued and unpaid interest up to the payment date.

The tender offer is conditioned upon, among other things, the completion by the company of certain related financing transactions (Parker Drilling separately announced that it plans to sell $175 million of 10-year notes in a Rule 144A transaction and to enter into a new $150 million credit facility, consisting of a $50 million credit revolver and a $100 million term loan; it plans to use the new-deal proceeds and $50 million of term loan proceeds to fund the 9¾% note tender, and will use the other $50 million from the term loan to separately repay a portion of its 5½% convertible subordinated notes due 2004).

Concurrently with the tender offer, Parker Drilling is seeking consents to proposed indenture changes from the holders of record as of Sept. 19 of its 10 1/8% notes.

Lehman Brothers Inc. is dealer manager for the tender and solicitation agent for the consent solicitation (contact Emily Shanks at 800 438-3242 or 212 528-7581). The information agent is D.F. King & Co., Inc. (800 859-8511 or 212 269-5550) and the depositary is JP Morgan Chase Bank.

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