AAi.FosterGrant, holders agree on 10¾% '06 notes debt/equity swap

AAI.FOSTERGRANT, INC. (Caa3/B-) said Wednesday (June 5) that it has successfully completed its turnaround by arranging a $52 million debt-for-equity swap - the final stage in the Smithfield, R.I.-based maker of sunglasses and costume jewelry's three-part turnaround strategy - and a $4 million equity investment. The company said that an "overwhelming" 99% percent of its bondholders agreed to the debt-for-equity swap, allowing AAi.FosterGrant to retire $51.53 million of its 10¾% percent senior notes due in 2006. Interest expense will be reduced by approximately $6 million annually, to $2 million. The company had first began negotiations toward a debt-for-equity swap in January, although no public announcement was made at that time. It offered no details of the debt-for-equity swap itself.

Venetian completes tender for 12¼% '04 and 14¼% '05 notes, calls remainder

VENETIAN CASINO RESORT LLC/ LAS VEGAS SANDS INC. (Caa1/B-) said on Tuesday (June 4) that it had closed its previously announced tender offer for its outstanding 12¼% mortgage notes due 2004 and 14¼% senior subordinated notes due 2005, which expired as scheduled at midnight ET on June 3 without extension. The company said that it had repurchased a "substantial" majority of its outstanding mortgage and senior subordinated notes. Venetian/Las Vegas Sands also announced that it had consummated a covenant defeasance for its remaining outstanding mortgage notes due 2004, and that it has called for redemption on July 4 all of its remaining outstanding mortgage notes due 2004 and senior subordinated notes due 2005. The company further said that it had closed its previously announced Rule 144A offering of $850 million of 11% mortgage notes due 2010, which were sold on May 22, and that it had also entered into a new $375 million senior secured credit facility and a new $105 million secured mall loan facility; a portion of the proceeds of the note sale and the new credit facilities will be used to redeem its 12¼% and 14¼% notes, as well as repaying all other outstanding indebtedness of Venetian and its subsidiaries, including its existing bank credit facility, its furniture, fixture & equipment credit facility, its mall debt, and certain other indebtedness, and repaying all fees and expenses associated with these transactions. Venetian will dedicate the remaining proceeds and borrowings under its new senior secured credit facilities to finance the construction and development of a major (1,000-room) addition to its flagship hotel/casino resort in Las Vegas and to also facilitate the Venetian's development of its proposed project in Macau, China. AS PREVIOUSLY ANNOUNCED, Venetian Casino Resort, a Las Vegas-based hotel and casino operator, and its corporate parent, Las Vegas Sands Inc. (the two companies serve as joint issuers of the notes ) said on May 6 that they had begun a cash tender offer to purchase all of their $425 million of outstanding 12¼% notes (Caa1/B-) and all of their $97.5 million of outstanding 14¼% notes (Caa3/CCC+). The companies set a purchase price of $1,061.25 per $1,000 principal amount for the mortgage notes and $1,071.25 per $1,000 principal amount for the senior subordinated notes, plus accrued but unpaid interest in each case. In conjunction with the tender offer, Venetian and Las Vegas Sands said they were soliciting noteholder consents to eliminating substantially all of the restrictive covenants of the indentures governing the notes and making certain other amendments. They said adoption of the proposed amendments would require the consent of holders of at least a majority of each issue of notes. Holders tendering their notes would be required to consent to the proposed amendments. The abovementioned purchase prices for the notes would include a consent payment of $20 per $1,000 principal amount for all notes tendered by the now-passed consent deadline of 5:00 p.m. ET on May 17, subject to possible extension. Holders tendering their notes after the consent deadline but before the expiration deadline of midnight ET on June 3, subject to possible extension, would receive the aforementioned consideration per note, less the consent payment amount. Venetian said that closing of the tender offer would be subject to A) the closing by Venetian and Las Vegas Sands of certain debt financings, the proceeds of which will be used to pay the consideration for the tender offer and the consent solicitation, B) the receipt of the required consents from the noteholders and C) certain other customary conditions described in the official Offer to Purchase and Consent Solicitation Statement. On May 17, Venetian/Las Vegas Sands said that they had received the required consents from the holders of both the 12¼% and the 14¼% notes to the proposed indenture amendments. As a result of obtaining the required consents, Venetian and Las Vegas Sands executed and delivered supplemental indentures incorporating those amendments. The supplemental indentures provide that the amendments will only become operative when all validly tendered notes are purchased under terms of the tender offer. On May 22, Venetian/Las Vegas Sands was heard by high yield syndicate sources to have sold $850 million of second mortgage notes due 2010 via book-running manager Goldman Sachs & Co. and co-manager Scotia Capital. D.F. King & Co. Inc. (call 212 269-5550 or 800 769-5414) was the information agent for the tender offer and consent solicitation.

LDM Technologies extends 10¾% '07 note exchange offer

LDM TECHNOLOGIES, INC. (Caa3/B) said on Tuesday (June 4) that it had extended the expiration date for its previously announced offer to exchange new 10¾% senior subordinated notes due 2007 for its $110 million of its outstanding notes. The expiration date for the exchange offer has been extended to 5 p.m. ET on June 7, subject to possible extension, from the original June 3 deadline. As of the old deadline, the company had received tenders from holders of less than $1 million of the existing notes. Except for the extension of the expiration date, all other terms and provisions of the exchange offer remain unchanged, although the company plans to release revised terms of the exchange offer over the next few days. AS PREVIOUSLY ANNOUNCED, the company said on May 7 that it had begun an offer to exchange the new 10¾% notes for its $110 million of outstanding notes. The Auburn Hills, Mich.-based auto components maker offered to exchange $700 principal amount of the new 10¾% notes for each $1,000 principal amount of its current notes. The terms of the new notes will be substantially identical to those of the current notes, except that the new notes (1) will be senior in right of payment to the current notes; (2) will not be registered for public trading; and, (3) even though they are subordinated, the new notes will have covenants that are customary for senior notes, including covenants restricting LDM and LDM's restricted subsidiaries from incurring liens and entering into sale and lease- back transactions. LDM initially said the exchange offer would expire at 11:59 p.m. ET on June 3, although this was subsequently extended. Holders may withdraw their tenders of the current notes or change their selection of exchange notes at any time prior to the expiration date. The exchange offer is not conditioned upon a minimum tender. New notes offered under the exchange offer will not, upon issuance, be registered under the Securities Act of 1933, as amended, and will only be offered in the U.S. to qualified institutional buyers and institutional accredited investors in a private Rule 144A transaction, and outside the U.S. to persons other than U.S. persons in offshore transactions. The company will enter into a registration rights agreement, under which it will agree to file an exchange offer registration statement with the Securities and Exchange commission regarding the new notes. D.F. King & Co. (contact Tom Long, at 212 493-6920) is the information agent for the exchange offer.

Ispat extends swap offer for Imexsa 10 1/8% '03 certificates

ISPAT INTERNATIONAL NV (IST) (B3/B+) said on Monday (June 3) that its Mexican operating subsidiary, Ispat Mexicana, S.A. de C.V., had extended its previously announced exchange offer for its 10 1/8% Senior Structured Export Certificates due 2003 of Imexsa Export Trust No. 96-1. The offer was extended to 5 p.m. ET on June 21, subject to possible further extension, from the previous May 31 expiration date. Ispat said the exchange offer was extended following an agreement in principle on the final terms of exchange reached with a group of holders representing over 75% of the outstanding certificates. Under the agreed upon terms of the exchange offer, Ispat Mexicana - commonly called Imexsa - will offer to exchange new 10 5/8% Senior Structured Export Certificates due 2005 to be issued by Imexsa Export Trust No. 96-1 for the validly tendered existing certificates which are accepted for exchange. The new certificates will be fully and unconditionally guaranteed by Ispat and certain of the subsidiaries of Imexsa on a senior unsecured basis. The new certificates will also be secured on a pro-rata basis with Imexsa's bank loans by liens on certain of the company's assets and by a pledge of the stock of Imexsa and Grupo Ispat International SA de CV. The exchange offer is conditioned upon the holders of not less than 95% of the outstanding existing certificates having validly tendered their certificates and not withdrawn them prior to the expiration date and upon the other terms and conditions outlined in Imexsa's official Offering Memorandum and Consent Solicitation Statement, a supplement to which will be distributed to senior certificate holders containing the amended terms of the exchange offer. In connection with the exchange offer, Imexsa is also soliciting consents from the holders of the existing certificates to amend the agreements governing the certificates. Holders tendering their senior certificates in the exchange offer must also deliver consents. Consents may not be withdrawn after the earlier of (i) the expiration date or (ii) such time as the requisite consents required to amend the agreements governing the senior certificates are received. Imexsa has also reached an agreement in principle with all of its bank lenders on the proposed terms of a restructuring of its bank loans. In connection with the bank debt restructuring and the amended exchange offer, Imexsa's shareholders have agreed to provide a $20 million loan for working capital purposes. AS PREVIOUSLY ANNOUNCED, Ispat International, an international steel producer based in Rotterdam, the Netherlands, said on Jan. 25 that Imexsa, its Mexican operating subsidiary, had begun an exchange offer for all the outstanding 10 1/8% certificates issued by Imexsa Export Trust No. 96-1. The exchange offer was originally slated to expire at 5:00 p.m. ET, on Feb. 22, although this deadline was subsequently extended several times. Under the terms of the exchange offer, Imexsa offered to exchange its 10 1/8% senior notes due 2008 for the Imexsa export certificates. The senior notes will be fully and unconditionally guaranteed by Ispat on a senior unsecured basis. Ispat said the exchange offer is conditioned upon the holders of at least 95% of the Imexsa senior certificates having validly tendered them and not withdrawn them prior to the expiration date and upon the other terms and conditions set forth in Imexsa's official Offering Memorandum and Consent Solicitation Statement dated January 24. Ispat further said that Imexsa was soliciting consents from holders of the senior certificates to amend the agreements governing them. Holders tendering their senior certificates in the exchange offer must also deliver consents, which may not be withdrawn after the earlier of either a) the expiration date, or b) whenever the requisite consents required to amend the agreements governing the senior certificates are received. On May 15, Ispat said that the the exchange offer had been extended to 5 p.m. ET on May 31 from the previous expiration deadline of 5 p.m. ET on May 15. Dresdner Kleinwort Wasserstein (call 212 969-2700, ask for Mark Hootnick) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (call 800 847-4870, ask for Tom Lang) is the information agent for the exchange offer.

Duane Reade completes tender offer for 9¼% '08 notes

DUANE READE INC. (DRD) (B2/B+) said on June 3 that its previously announced tender offer for its 9¼% senior subordinated notes due 2008 and the related consent solicitation was successfully completed. The tender offer expired at midnight ET on May 31, without extension. As of the expiration, approximately $78.4 million of the notes, including guaranteed deliveries, were tendered. The company said that it planned to accept for payment all validly tendered notes, and that it would make prompt payment to the depositary for the accepted notes. AS PREVIOUSLY ANNOUNCED, Duane Reade, a New York-based drugstore chain, said on May 3 that it had begun a tender offer for all of its $80 million of outstanding 9¼% notes, as well as a related solicitation of noteholder consents to proposed indenture amendments. The company initially set a consent deadline of 5 p.m. ET on May 17, which was subsequently extended, and said the offer would expire at midnight ET on May 31, subject to possible extension. Duane Reade initially said it would purchase the outstanding notes at a purchase price of $1,070 per $1,000 principal amount at maturity, although it subsequently raised the price. It said the purchase price would include a consent payment equal to 2% of the principal amount (i.e. $20 per $1,000 principal amount), to be paid only for notes validly tendered by the consent deadline. The company said payment for the tendered notes would be made in same-day funds on the first business day following expiration of the offer, or as soon thereafter as practicable. On May 17, Duane Reade said that it had increased the purchase price in the tender offer to $1,083.50 per $1,000 principal amount of the notes (increased from $1,070 per $1,000 previously; both figures include the $20 consent payment). Duane Reade also extended the consent solicitation deadline to 5 p.m. ET on May 20, from May 17 previously, and said that holders who had already tendered and who had not withdrawn or revoked their consents would automatically receive the higher price. On May 21, Duane Reade said that it had received the required consents to the proposed indenture changes from the 9¼% noteholders, as the consent solicitation period expired as scheduled at 5 p.m. ET on May 20, without further extension. As a result of obtaining the required consents, Duane Reade executed and delivered a supplemental indenture setting forth the amendments. The supplemental indenture provides that the amendments it contains would only become operative when all validly tendered notes are purchased via the tender offer. Goldman, Sachs & Co. (call 800 828-3182) acted as dealer manager for the offer. The Information Agent was Mellon Investor Services LLC (call 917 320-6286 or 800 932-6798), and the depositary was Mellon Investor Services LLC.

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