Newmont extends tender offer for Yandal unit 8 7/8% '08 notes

New York, July 14 - Newmont Mining Corp. (Baa3) said that its Yandal Bond Co. Ltd. subsidiary has extended its previously announced tender offer for all $237.2 million of the outstanding 8 7/8% senior notes due 2008 issued by Newmont's Australian subsidiary, Newmont Yandal Operations Pty Ltd (Ca) which Yandal Bond Co. did already not own prior to the tender offer.

The tender offer will now expire at 5 p.m. ET on Friday July 18, subject to possible further extension, from the previous deadline of 5 p.m. ET on July 11.

As of the old deadline, Yandal Bond Co. had received tenders totaling US$233.2 million of the notes, or 98.7% of the notes that Yandal Bond Co. did not previously own - up from $196.8 million of the notes, or 83%, as of July 2, the figure reported when the tender offer and related consent solicitation was last extended, on July 3.

As previously announced, Newmont, a Denver-based international gold mining company, said on May 27 that it planned to acquire the bonds of Newmont Yandal Operations - the former Great Central Mines Ltd., which Newmont acquired in February 2002 - and would also offer to acquire all of the gold hedge obligations owed by Newmont Yandal to counterparty banks.

Newmont said that it would acquire the bonds and the gold hedge obligations through Yandal Bond Co., which before the tender offer was announced already owned $62.8 million in aggregate principal amount of the outstanding total of $300 million of 8 7/8% notes.

Newmont said that Yandal Bond Co. would offer to acquire all of the $237.2 million principal amount of notes which it did not already own, plus accrued interest, for a cash payment of 50 cents per $1 of outstanding principal amount (which would include an early acceptance and consent fee). The aggregate offer price for those notes not already owned by Yandal Bond Co. would be approximately $118.6 million.

Newmont said that the offer would be subject to various conditions, including (among others) acceptance of the offer by a majority in outstanding principal amount of the $237.2 million of notes not currently owned by Yandal Bond Co., and there not being any acceleration of Newmont Yandal indebtedness or insolvency or similar proceeding instituted against Newmont Yandal.

The company said it also planned to seek the consent of its noteholders to certain indenture amendments.

On May 29, Newmont said that it had officially launched its previously announced tender offer for the 8 7/8% notes and related consent solicitation.

It initially established a consent deadline of 5 p.m. ET on June 12 (subsequently extended) by which time holders would have had to tender their bonds and consent to proposed indenture amendments in order to receive a $20 per $1,000 principal amount consent payment as part of their total consideration. With the consent payment, total consideration would be $500 per $1,000 principal amount.

Newmont said on June 16 that it had extended the consent period so that it would coincide with the tender offer expiration deadline of 5 p.m. ET on June 26 (both of which were subsequently extended). The company said it had extended the consent period at the request of several noteholders, to allow for additional time to analyze the offer. It said that as of the original deadline, a total principal amount of $39.28 million of the notes had been tendered.

On June 27, Newmont said that Yandal Bond Co. had received tenders totaling $196.8 million, or 83% of the outstanding amount, of the 8 7/8% notes.

Newmont said that Yandal Bond Co. would purchase all of the tendered notes, which (counted along with the notes Yandal Bond Co. had already owned prior to the tender offer) would bring its total holdings of the notes to $259.6 million of the full principal amount of $300 million.

Yandal Bond Co. gave notice to the depositary for the tender offer that it had received valid tenders of notes and consents to proposed indenture amendments from holders of a majority in principal amount of the outstanding notes that Yandal Bond Co. did not previously own; under the terms of the offer, those who tendered their notes relinquished their withdrawal rights.

Issuer Newmont Yandal Operations advised Yandal Bond Co. that Newmont Yandal and its subsidiaries that guarantee the notes would promptly meet with the indenture trustee to sign a supplemental indenture putting into effect the desired changes in the notes' indenture. (Newmont subsequently announced on July 3 that the supplemental indenture had been executed)

Newmont further said that to allow bond holders more time to assess these developments, Yandal Bond Co. extended the consent payment deadline and the expiration of the note offer by five business days, from the original June 26 expiration deadline (to which the consent deadline had been previously extended as well), to 5 p.m. ET on July 3, (these deadlines were subsequently extended again) .

Newmont said that separately, Yandal Bond Co.'s previously announced offer to acquire the hedge positions of Newmont Yandal's only hedge counterparty that did not accept Yandal Bond Co.'s May 29 offer to the counterparties expired at close of business on June 27. It said that the hedge counterparty had not extended its agreement to forbear demanding payment from Yandal of the amount that would be due if an early termination event were to occur under Yandal's hedge contract, but had also not yet demanded payment. Newmont said that through acceptances of the counterparty offer, Yandal Bond Co. held $154 million of the total of $202 million of Newmont Yandal hedge positions, negative mark-to-market liability of Yandal's entire hedge positions as of May 22. Thus, between its holdings in the hedge positions and the 8 7/8% notes, Yandal Bond Co. held approximately $413.6 million of obligations owed by Newmont Yandal.

On July 3, Newmont Mining said that Newmont Yandal Operations' board of directors resolved to place the company into voluntary administration - a form of insolvency proceeding in Australia - as it is insolvent or is likely to become insolvent.

Newmont expressed its disappointment that it had not been able to get 100% acceptance of its previously announced offers to acquire the claims of Nemont Yandal's 8 7/8% noteholders and the holders of its counterparty gold hedge obligations.

Newmont said that it had received acceptances from hedge counterparties representing 76% of Newmont Yandal's negative mark-to-market liability as of May 22, and from noteholders representing 83% of the 8 7/8% notes not already owned by Yandal Bond Co., or $196.8 million aggregate principal amount of the outstanding notes. Newmont said that Yandal Bond Co. had previously purchased and paid for those notes, which were tendered before the former consent deadline of June 26. It said Yandal Bond Co. was advised by the depositary for its tender offer for the notes, that as of July 2, no additional notes had been tendered since June 26.

Newmont further said that in conjunction with the voluntary administration process, Newmont or a subsidiary is making an offer to the administrator for Newmont Yandal that, if accepted, would bring the company out of voluntary administration. The offer would effectively value the assets at $200 million and could result in Newmont Yandal's still-outstanding third-party note holders and hedge counterparty receiving not more than 40 cents on the dollar.

Newmont said that if its offer is accepted, Newmont Yandal would be returned to the control of its directors and employees would continue their employment as usual. In addition, Newmont would honor any prior unpaid obligations to Newmont Yandal's employees and offer trade creditors payment in full. The Newmont offer will require Newmont Yandal to enter into a Deed of Company Arrangement at a meeting of creditors to be held within one month.

Newmont added that in order to comply with applicable requirements and to allow the holders of the 8 7/8% notes not previously tendered more time to assess these material developments, the tender offer expiration and consent payment deadlines - which were to have expired at 5 p.m. ET - were extended to 5 p.m. ET on July 11, pending possible further extension (this deadline was subsequently extended again). .

Citigroup Global Markets Inc. is the dealer manager for the offer (call 800-558-3745). Mellon Investor Services LLC is the depositary and information agent for the tender offer and consent solicitation (banks and brokers call 917-320-6286; others call toll-free at 800-392-5792).

Azteca says exchange offer for 10½% '03 and 10¾% '08 notes expires

New York, July 14 - Azteca Holdings, SA de CV announced the expiration of its previously announced offer to exchange new debt for its outstanding 10½% senior secured notes scheduled to come due on July 15 and its 10¾% senior secured amortizing notes due 2008.

The company said that the offer expired as scheduled at 5 p.m. ET on July 11, without extension; as of that deadline, $33.698 million of the 10½% notes had been tendered for exchange (out of $69.918 million outstanding), and $62.541 million of the 10¾% notes (out of $80.082 million outstanding).

The exact amount tendered is subject to final verification.

Azteca said that on July 15, it would pay the remaining outstanding balance on the 10½% notes, the initial amortization and interest payments on the 10¾% notes, and the accrued interest owed to the holders of the 10½% notes and the 10¾% notes who participated in the exchange offer.

As previously announced, Azteca, the Mexico City-based controlling shareholder of Spanish language television programmer TV Azteca, said on June 12 that it was beginning a new exchange offer for its 10½% notes.

It said the offer would also cover its new 10¾% notes which had been issued in a previous exchange for the 10½% notes, which had been completed on May 16 ( in that offer, Azteca Holdings issued $80.082 million of new 10¾% notes in exchange for an equal amount of the old 10½% notes. The transaction left $69.918 million of the 10½% notes still outstanding).

The company said it would offer to exchange new 11½% senior amortizing notes due 2009 for the 10½% and 10¾% notes (the interest rate and maturity of the new notes was subsequently modified).

The company said the exchange would expire on July 11.

On June 27, Azteca Holdings announced amended terms for the exchange offer, increasing the annual interest rate payable on the new notes from 11½% to 12¼% and moving up the maturity date of the new notes to June 15, 2008from June 15, 2009.

In addition, Azteca amended the schedule upon which the new notes will be amortized. It said that each $1,000 in principal amount of the new notes will amortize at $250 on each of June 15, 2005, June 15, 2006, June 15, 2007 and the maturity date of June 15, 2008.

The company said that all other terms of the exchange offer would remain unchanged.

Maxim extends exchange offer for 10 3/8% '08 notes, 13 3/8% '09 debentures

New York, July 14 - Maxim Crane Works (C) again extended its previously announced exchange offer and consent solicitation for the 10 3/8% senior notes due 2008 of its Anthony Crane Rental, LP and Anthony Crane Capital Corp. subsidiaries and the 13 3/8% senior discount debentures due 2009 of Anthony Crane Rental Holdings, LP and Anthony Crane Holdings Capital Corp, the name under which Maxim formerly did business.

The offer has now been extended to 12:01 a.m. ET on July 16, subject to possible further extension, from the prior deadline of 12:01 a.m. ET on July 12.

The company said that holders of 94.2% of the senior notes and all of the senior discount debentures had delivered their waivers and consents, unchanged from previously announced holder participation levels.

As previously announced, the Pittsburgh-based crane rental company is offering new notes in exchange for its senior discount debentures; the new notes would initially pay 12 5/8% annual interest on a PIK (payment-in-kind) basis through Feb. 1, 2004. After that, interest would accrue at the annual rate of 9 3/8% and would be paid in cash.

It also said that its Anthony Crane Rental LP subsidiary had begun a similar offer to exchange new 9 3/8% senior notes due 2008 for its outstanding 10 3/8% senior notes due 2008.

Maxim originally said that it would pay holders of its senior notes a total $1.8 million as a consent fee, although it subsequently raised that to $2.21 million; it will pay a total consent fee to holders of its senior discount debentures of $190,000.

The depositary for the exchange offer is U.S. Bank NA.

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