L-3 extends early-tender deadline for 10 3/8% '07 notes

L-3 Communications (LLL) (Ba3/BB) said on Wednesday (June 19) that it had extended the early tender deadline under its previously announced tender offer for its 10 3/8% senior subordinated notes due 2007. That deadline was extended to 5 p.m. ET on June 24, subject to possible further extension, from the originally announced June 19 deadline. Holders tendering by the early tender deadline will be eligible for a payment as part of their total consideration. All other previously announced provisions and terms are unchanged. AS PREVIOUSLY ANNOUNCED, L-3 Communications, a New York-based maker of defense and aerospace electronics, said on June 6 that it had begun a tender offer for all of its outstanding $225 million of 10 3/8% notes through its wholly owned subsidiary, L-3 Communications Corp. The offer is scheduled to expire at 5 p.m. ET on July 3, subject to possible extension, although it also initially set an early tender deadline of 5 p.m. ET on June 19. Both deadlines are subject to possible extension. The total consideration to be paid for each validly tendered note accepted for payment will be $1,053.50 per $1,000 principal amount of notes, plus accrued and unpaid interest. That total consideration includes an early tender premium of $20 per $1,000.00 principal amount, for holders who tender their notes by the June 19 early tender deadline. Holders tendering their notes after the early tender deadline but before the offer expires will receive $1,033.50 per $1,000 principal amount, plus accrued and unpaid interest. Tenders of notes made by the early tender deadline may not be validly withdrawn or revoked, unless L-3 reduces the tender offer consideration or the principal amount of notes subject to the tender offer or is otherwise required by law to permit withdrawal. Tenders of notes made after the early tender deadline may be validly withdrawn at any time until the offer expires. The tender offer is conditioned upon the satisfaction of certain financing conditions (L-3 separately announced plans on Thursday to sell $750 million of 10-year Rule 144A senior subordinated notes and use a portion of the proceeds to repurchase the 10 3/8% notes; it will also use some of the proceeds to repay outstanding debt under its senior subordinated interim loan agreement). It is also subject to the satisfaction of other customary conditions. L-3 said that if the tender offer is consummated, it plans to promptly afterward call for redemption - in accordance with the amended terms of the indenture governing the notes - all notes that remain outstanding. The remaining notes will be redeemed at the applicable price of $1,051.88 per $1,000 principal amount, plus interest accrued up to the redemption date. Lehman Brothers (call Scott Macklin at 212 528-7581or toll free at 800 438-3242) is the dealer manager for the tender offer. Georgeson Shareholder Communications, Inc., (call 866 283-1866) is the information agent.

Colt Telecom in further buyback of dollar, euro-denominated notes

Colt Telecom Group plc (B1/B+) said on Wednesday (June 19) that it had bought back a further £2 million of its bonds at a cost of £1 million. The buyback was the latest of a series of such bond repurchases the company has announced lately. In the latest buyback, Colt bought back $1 million accreted principal amount of its originally issued $314 million of 12% senior discount notes due in December 2006, bringing the total amount of its repurchases to date to $61.8 million. It bought back €3 million accreted principal amount of its €320 million of 7 5/8% senior notes due December 2009, bringing total repurchases to €50.3 million. The company also said that although no further bonds from the following series were bought in the latest transactions, Colt has so far bought back £3 million face amount of its £50 million of 10 1/8% senior notes due November 2007, €5 million face amount of its €76.7 million of 8 7/8% senior notes due November 2007, €47 million face amount of its €306.8 million of 7 5/8% senior notes due July 2008, €16.8 million accreted principal amount of its €306.8 million of 2% senior convertible notes due August 2005, €84.8 million accreted principal amount of its €295 million 2% senior convertible notes due March 2006, €73 million accreted principal amount of its €368 million of 2% senior convertible notes due December 2006 and €92.4 million accreted principal amount of its €402.5 million of its 2% senior convertible notes due April 2007. AS PREVIOUSLY ANNOUNCED, Colt Telecom, a London-based provider of business and telecommunications services in Europe, has recently bought back dollar-, euro- and/or sterling- denominated bonds on a number of occasions through its Colt Telecom Finance Ltd. subsidiary. Colt said on Feb. 28 that it had purchased dollar-, euro and sterling-denominated bonds with a total face value or accreted amount of £34 million, for a cash outlay of £13 million. On March 4, Colt said it had made further purchases of £5.9 million (total face value or accreted amount) of outstanding dollar- and euro-denominated bonds, for a cash outlay of £2.2 million. Colt said on March 8 that it had purchased more dollar-, sterling- and euro-denominated bonds with a total face value or accreted amount of £14 million, for a cash outlay of £8 million. On March 18, Colt said that it had bought back a further £9 million of its dollar-and euro-denominated bonds for £5 million of cash. On May 16, Colt said it had purchased a further £10 million of its dollar- and euro-denominated bonds for a cash outlay of £4 million, and on May 20, it bought back a further £14 million of its dollar- and euro-denominated bonds at a cost of £6 million. On May 24, Colt said that it had bought back a further £11 million of its dollar- and euro-denominated bonds at a cost of £6 million. On June 10, Colt said that it had bought back a further £18 million of its bonds at a cost of £9 million. The company said on each occasion that it has no intention to sell the notes it has purchased, adding that arrangements may be made "in due course" to cancel such notes. Colt also said each time that it may buy additional bonds in the future.

Spectra Site says note tender to continue as court nixes challenge

SpectraSite Holdings Inc. (Caa3/B) said on Wednesday (June 19) that it would continue its previously announced tender offers for five issues of its senior and senior discount notes as scheduled, after a federal court rejected a move by some noteholders to challenge the tender offers. The company said that the presiding judge in the case issued an order on Tuesday (June 18) stating that the court would not consider the plaintiffs' request for a temporary restraining order prior to the currently scheduled expiration time of the tender offers. SpectraSite said that it had accordingly advised the court that it would proceed with the tender offers and that it planned to close the tender offers as soon as it believed that all of the conditions to the tender offers had been satisfied or waived. AS PREVIOUSLY ANNOUNCED, SpectraSite, a Cary, N.C.-based communications antenna tower operator, said on May 16 that it would shortly commence debt tender offers to repurchase certain of its senior notes. The company said it expected to begin the tender offers no later than May 22. SpectraSite said it would repurchase portions of the five outstanding issues of its senior notes at a maximum aggregate purchase price of $340 million. The offers would have a minimum condition requiring that the company receive tenders for notes with an aggregate purchase price of $300 million (this was subsequently adjusted downward to $150 million). SpectraSite said it would make a separate offer for each issue of notes, with tenders to be accepted within price ranges specified by SpectraSite. The company said it planned to purchase up to $115 million of its $200 million of currently outstanding 10¾% senior notes due 2010 at a price within a range of $435 to $495 per $1,000 principal amount, for a total expected expenditure for that series of notes of $50 million. It planned to purchase up to $110 million of its $200 million of currently outstanding 12½% senior notes due 2010 at a price within a range of $455 to $520 per $1,000 principal amount, for a total expected expenditure for that series of notes of $50 million. It planned to purchase up to $148 million of its $225 million (principal amount at maturity) zero-coupon/12% senior discount notes due 2008, at a price within a range of $305 to $350 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $45 million. It planned to purchase up to $392 million of its $587 million (principal amount at maturity) zero-coupon/11¼% senior discount notes due 2009, at a price within a range of $255 to $290 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $100 million. And it t planned to purchase up to $413 million of its $560 million (principal amount at maturity) zero-coupon/12 7/8% senior discount notes due 2010, at a price within a range of $230 to $260 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $95 million. The maximum amount of each series of notes to be purchased would assume the lowest price in the range of prices specified. SpectraSite said it planned to use up to $340 million of the proceeds of a new $350 million financing to be provided, subject to certain conditions, by the private equity firm of Welsh, Carson, Anderson & Stowe to acquire the outstanding bonds through a "modified Dutch auction." SpectraSite said it would use $10 million of the proceeds of the new financing to refinance a portion of its senior credit facility. SpectraSite further said that If the debt tender offers were completed, subject to certain conditions to be set forth in the official Offers to Purchase, Welsh Carson had agreed to fund up to $350 million of new convertible term notes. SpectraSite said it would also make private offers to bondholders deemed "Qualified Institutional Buyers," to exchange the same issues of senior notes for up to $75 million of new convertible debt. The exchange offers would close after the debt tender offers, and the debt tender offers would not be conditioned on the exchange offers. The interest rate and conversion price of the notes offered in the exchange offers would likely be similar to those contained in the new Term Notes, which would have a 12 78% coupon and a $0.65 per share conversion price. The notes offered in the exchange offer would not be registered under the Securities Act of 1933 and could not be offered or sold in the United States, absent registration or an applicable exemption from registration requirements. The company said that notes tendered under terms of one of its offers could be withdrawn at any time prior to the expiration date. It said the debt tender offers would be subject to customary conditions as well as the minimum condition. On May 20, SpectraSite said in an 8-K filing with the Securities and Exchange Commission that it had begun its cash tender offers for the five issues as previously outlined, and set June 18 as the expiration date for the tender offers, which was subsequently extended. Besides the minimum tender condition - now adjusted downward - and the Welsh Carson convertible term note financing condition, as previously outlined, SpectraSite said the tender offers would also be subject to the receipt of all necessary consents from the lenders under SpectraSite's existing credit facility. In addition to the tender offers for the five series of notes, SpectraSite and its SpectraSite Intermediate Holdings, LLC affiliate also began a previously outlined offer to qualified institutional buyers within the meaning of Rule 144A of the Securities Act of 1933 to exchange up to $75 million of newly issued 12.875% convertible notes due 2008 for a portion of the outstanding notes not purchased in the aforementioned tender offers, and said the new exchange notes would be structurally senior to the existing notes. SpectraSite said that while the tender offers would not be conditioned on the exchange offers, the exchange offers - which were expected to expire after the expiration of the tender offers - would be conditioned upon, among other things, the completion of the tender offers to the extent necessary to satisfy the aforementioned $300 million minimum tender condition. On June 12, SpectraSite said that it had amended its previously announced tender offers to reduce the minimum tender condition, so that the offers would now be conditioned on the company receiving valid tenders, not subsequently withdrawn, for notes having an aggregate purchase price (as determined by the "modified Dutch auction" process) of at least $150 million, down from the original minimum tender threshold of $300 million. SpectraSite said the other conditions of the tender offers and the price ranges of the "modified Dutch auctions" remain unchanged. The conditions to the previously announced funding of an issue of up to $350 million of new Term Notes by Welsh, Carson in connection with the tender offers also remained unchanged, including the condition that SpectraSite complete purchases of the outstanding notes at an aggregate purchase price of at least $300 million. SpectraSite further said that if the amount funded by Welsh Carson exceeds the total amount used to repurchase the existing notes in the tender offers (plus another $10 million that would be used to refinance indebtedness under SpectraSite's existing credit facility), SpectraSite would then use the excess cash proceeds for general corporate purposes, which could include purchasing additional existing notes in the open market. The company said it reserved the right, at its sole discretion, to purchase any notes remaining outstanding following the tender offers and the related exchange offers. Such purchases could be made from time to time through open market or privately negotiated transactions, via one or more additional tender or exchange offers, or otherwise upon such terms and at such prices as SpectraSite might determine, with such excess proceeds or other available funds. The prices the company would pay in such subsequent purchases might be either higher or lower than those in the current tender offers. SITE further said that the current tender offers for the notes have been extended from the earlier June 18 deadline and would now expire at 5 p.m. ET on June 19., subject to possible further extension. It added that no securities had been deposited to date. On Monday (June 17), SpectraSite said that it had been informed that certain holders of the outstanding notes had filed a complaint in the U.S. District Court in Wilmington, Del. seeking, among other things, to prevent SpectraSite from continuing and completing its tender offers for the notes. SpectraSite said the complaint alleged that the tender offers and the transactions contemplated in connection with the tender offers, including the funding of an issue of up to $350 million of new Term Notes by Welsh, Carson, Anderson & Stowe in connection with the tender offers, violated the notes' indentures, as well as the Trust Indenture Act and other securities laws and further contended that the offer resulted in a breach of the fiduciary duties owed by SpectraSite, its Board of Directors and Welsh Carson to holders of the notes. SpectraSite said in response that it believed the claims were without merit and vowed to vigorously defend against the action. Goldman, Sachs & Co. Is the dealer manager for the debt tender offers.

Lyondell seeks consents from holders of four note series

Lyondell Chemical Co. (Ba3/BB) said on Tuesday (June 18) that it will solicit consents from the holders of record (as of June 18) of its 9.50% senior secured notes due 2008, its 9 5/8% Series A senior secured notes due 2007, its 9 7/8% Series B senior secured notes due 2007 and its 10 7/8% senior subordinated notes due 2009 (B1/B+) to proposed amendments to the notes' indentures. The Houston-based chemical maker set 5 p.m. ET on July 2 as the expiration deadline, subject to possible extension. Lyondell will pay holders who deliver valid consents by the deadline and who do not revoke them a consent payment of $2.50 per $1,000 principal amount, subject to the satisfaction of conditions to the solicitation. Adoption of the proposed amendments, and payment of the consent payment, is conditioned upon, among other things, the receipt of the consent of holders of at least a majority of the outstanding principal amount of each of the four series of debt securities covered by the solicitation. The financing plan separately announced on June 18 by Lyondell is not contingent on the completion of the consent solicitation. Lyondell said that one of the amendments would revise an existing exception to the "Restricted Payments" limitation in the indentures. The existing exception allows Lyondell to pay its current 90-cent per share annual dividend on all shares of its common stock that are currently outstanding and a limited number of additional shares that may be issued. The amendment would permit Lyondell to pay that dividend on all those shares and on all additional shares of common stock that may be issued from time to time in the future. Another amendment would amend the respective indentures for the senior secured notes to allow the proceeds from asset sales by certain Lyondell subsidiaries that are not guarantors of the senior secured notes to be used to repay indebtedness of such subsidiaries rather than indebtedness of Lyondell or other subsidiaries of Lyondell that are guarantors of those notes. Additionally, Lyondell seeks the consent of the holders of the notes to each of the indentures to amend certain provisions regarding the treatment of certain joint ventures such as Equistar Chemicals, LP as a Subsidiary or a Restricted Subsidiary under the indentures. Salomon Smith Barney (call the Liability Management Group toll-free at 800 558-3745) is the solicitation agent for the consent solicitation. Consents to the amendments should be sent directly to the tabulation agent, The Bank of New York (call Santino Ginocchietti at 212 235-2363 or fax to 212 235-2261).

Telewest bondholders wary of Liberty Media's offer for dollar- and sterling notes

A committee representing a majority of the holders of all of Telewest Communications plc's (Caa3/BB-) publicly issued bonds said in a statement on Monday (June 17) that it is skeptical that the consummation of the previously announced proposed tender offer by a subsidiary of Liberty Media Corp. (Baa3/BBB-) would facilitate a restructuring or other resolution of Telewest's debt problems in the best interests of bondholders as a whole. The committee - which said it has approached Telewest's board concerning a debt restructuring - said it wishes to discuss urgently with both Liberty Media and with Telewest its own proposals for a restructuring of Telewest's publicly issued bonds. The group said that it is in the process of appointing financial advisers and has requested meetings with Telewest and Liberty Media this week. It further said that bondholders interested in joining or supporting the committee (which should not, at this stage, involve becoming restricted) should contact Andrew Wilkinson of Cadwalader Wickersham & Taft,(call 011 44 (0)207 170 8700) the legal advisers to the committee. AS PREVIOUSLY ANNOUNCED, Liberty Media Corp., an Englewood, Colo.-based company with interests in a broad range of video programming, broadband distribution, interactive technology services and communications businesses both in the U.S. and abroad, said on June 12 that it would begin a tender offer for the notes and debentures of of London-based U.K. cable televison and broadband operator Telewest Communications plc through its wholly owned subsidiary, Liberty TWSTY Bonds, Inc. It said the tender offer would expire at 5 p.m. ET on July 11. It also set an early tender deadline of 5 p.m. ET on June 26, with holders tendering their bonds by that early deadline eligible to receive an additional payment of $30 per $1,000 principal amount of notes held or £30 per £1,000 principal amount as part of their consideration, depending on whether the bond in question is denominated in dollars or sterling. Both deadlines would be subject to possible extension. Liberty TWSTY said it would purchase A) up to $300 million principal amount of Telewest's 9 5/8% senior debentures due 2006 for a total price of $60 million, offering noteholders tender offer consideration of $410 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $440 per $1,000 principal amount. It would purchase B) up to $350 million principal amount of Telewest's 11¼% senior notes due 2008 for a total price of $70 million, offering noteholders tender offer consideration of $420 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $450 per $1,000 principal amount. It would purchase C) up to $350 million principal amount of Telewest's 9 7/8% senior notes due 2010 for a total price of $70 million, offering noteholders tender offer consideration of $415 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $445 per $1,000 principal amount. It would purchase D) up to $1.536 billion principal amount of Telewest's 11% senior discount debentures due 2007 for a total price of $307.3 million, offering noteholders tender offer consideration of $420 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $450 per $1,000 principal amount. It would purchase E) up to $500 million principal amount of Telewest's 9¼% senior discount notes due 2009 for a total price of $100 million, offering noteholders tender offer consideration of $332.50 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $362.50 per $1,000 principal amount. It would purchase F) up to $450 million principal amount of Telewest's 11 3/8% senior discount notes due 2010 for a total price of $90 million, offering noteholders tender offer consideration of $292.50 per $1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, $322.50 per $1,000 principal amount. It would purchase G) up to £180 million principal amount of Telewest's 9 7/8% sterling-denominated senior notes due 2010 for a total price of £36 million, offering noteholders tender offer consideration of £415 per £1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, £445 per £1,000 principal amount. And it would purchase H) up to £325 million principal amount of Telewest's 9 7/8% sterling-denominated senior discount notes due 2009 for a total price of £60 million, offering noteholders tender offer consideration of £328.75 per £1,000 principal amount, OR, for those noteholders tendering by the early tender deadline, £358.75 per £1,000 principal amount. In addition, Liberty TWSTY Bonds will pay to all holders the accrued and unpaid interest on the principal amount of all tendered Telewest notes and debentures up to, but not including, the payment date. Liberty said that if the total amount of any series of securities that is validly tendered and not withdrawn by the expiration deadline exceeds the total offer amount for that series, then Liberty TWSTY Bonds would accept securities of that series for payment on a pro-rata basis. It said that the tender offer would be contingent upon, among other things, 20% of the aggregate principal amount of all of the outstanding securities subject to the offer having been validly tendered and not subsequently withdrawn by the tender offer expiration deadline. Lehman Brothers Inc. (call Scott Macklin at 800 438-3242 or 212 528-7581) is the dealer manager for the offer and and Mellon Investor Services LLC (call 888 788-1635) is the information agent.

Clear Channel gets requisite consents from Ackerley 9% '09 noteholders

Clear Channel Communications Inc. (Baa3/BBB-) said on June 14 that it had received sufficient consents from the holders of The Ackerley Group Inc.'s (B3/BB+) outstanding 9% senior subordinated notes due 2009 to amend and waive certain provisions of the notes' indenture. The consent solicitation period expired as scheduled at midnight ET on June 13 without extension. Only those holders who tendered their notes by the consent deadline will be eligible to receive the consent payment as part of their total purchase price, and they may not now withdraw their tenders and related consents. AS PREVIOUSLY ANNOUNCED, Clear Channel, a San Antonio, Tex.-based radio and television broadcaster and outdoor advertising company, said on May 31 that it was beginning a cash tender offer for the $200 million of outstanding 9% senior subordinated notes due 2009 originally issued by The Ackerley Group Inc., a Seattle-based outdoor advertising firm with television and radio broadcasting interests. Clear Channel was also beginning a related solicitation of noteholder consents to proposed indenture amendments and a waiver of certain indenture provisions. The tender offer and consent solicitation followed the final approval by the Federal Communications Commission on Thursday (May 30) of Clear Channel's proposed acquisition of Ackerley Group, under terms of an all-stock deal originally announced last October 5. Clear Channel set midnight ET on June 13 as the consent payment deadline, while the tender offer is scheduled to expire at 5 p.m. ET on June 28, with both deadlines subject to possible extension. Clear Channel said it plans to set the purchase price for validly tendered Ackerley notes on the second business day before the tender offer expires (tentatively, June 26, subject to possible change if the offer is extended). The price will be based upon a 75-basis point fixed spread over the yield on the reference security, the 3% U.S. Treasury Note due Jan. 31, 2004. The total purchase price will includes a consent payment, equal to 2.5% per $1,000 principal amount of notes tendered (i.e. $25 per $1,000 principal amount) . Assuming the tendered notes are accepted for purchase, holders who tendered their notes by the consent payment deadline will receive the total purchase price, including the consent payment, while those tendering after the consent payment deadline but before the offer expires will only receive the total purchase price minus the consent payment. A holder cannot tender notes without delivering a corresponding consent to the indenture changes and the waiver, or vice versa. All tendering holders will also receive accrued but unpaid interest up to, but not including, the date of payment. Clear Channel is asking the Ackerley noteholders to approve indenture amendments and the waiver of the indenture provisions (by tendering their notes by the consent payment deadline), with the amendments and the waiver described in detail in the official Offer to Purchase. They will be set forth in a second supplemental indenture, but will not become operative until the execution of that second supplemental indenture, which would follow the receipt of consents from holders of a majority of the outstanding notes. However while the amendments becoming operational is conditioned upon the valid tender and purchase of the notes under the terms of the tender offer, the waiver does not depend on the valid tender and purchase of the notes, but will become operative upon execution of the second supplemental indenture. Once the consent payment deadline has passed and holders of a majority of the outstanding notes have tendered their notes and have given their related consents, and notice that the notes had been tendered and the consents delivered has been given to the notes' indenture trustee, a holder may not withdraw his tender of notes and related consent. Clear Channel said the tender offer is conditioned upon - among other things - (i) the receipt of valid and unrevoked consents from holders of a majority of the notes; (ii) the consummation of Clear Channel's merger with Ackerley Group; and (iii) the satisfaction of certain other terms and conditions, which are described in the official Offer to Purchase. Salomon Smith Barney (call 800 558-3745) is the dealer manager for the tender offer and the consent solicitation; Mellon Investor Services LLC (call 888 509-7937) is the information agent.

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