Newmark taking out last Engle 9¼% '08 notes via deal proceeds

NEWMARK HOMES CORP. (NHCH) said on Tuesday (June 4) that it planned to offer $200 million of new eight-year senior notes and $150 million of new 10-year senior subordinated notes, with a portion of the proceeds to be used to defease or discharge ENGLE HOLDINGS CORP.'s remaining 9¼% senior notes due 2008. Newmark said that using the remaining proceeds of the note sale, plus cash on hand, it also expected to be able to (i) repay its outstanding debt and Engle's outstanding debt; (ii) repay a $72 million obligation of TECHNICAL OLYMPIC, INC. (B2) - Newmark and Engle's corporate parent - which was incurred in connection with Technical Olympic's acquisition of Engle in November 2000; and (iii) pay expenses of the note offering. Newmark said the bond sale would be subject to market and other conditions and would take place concurrently with the closing of its proposed merger with Engle Holdings. AS PREVIOUSLY ANNOUNCED, Engle Holdings is a unit of ENGLE HOMES INC., a Boca Raton, Fla.-based homebuilder which was acquired by Technical Olympic Inc., a Greek-based construction company, on Nov. 22, 2000. According to company filings with the Securities and Exchange Commission, Engle subsequently was required to tender for the $250 million of the 9¼% notes which were then outstanding, using the proceeds of a $100 million term loan and a $275 million revolving credit facility which Engle entered into; the tender offer retired all but approximately $12.9 million of the 9¼% notes, which remained outstanding as of Engle's most recent SEC filing, on March 31. Technical Olympic, which also owns 80% of Newmark, a Sugarland, Tex.-based homebuilder, plans to sell Engle Homes to Newmark and then change Newmark's name to Technical Olympic USA.

Conseco will tender for remaining 6.5% '02 notes

CONSECO, INC. (CNC) (Caa1/B) said Tuesday (June 4) that its CONSECO FINANCE CORP. subsidiary had retired its remaining outstanding 10¼% senior subordinated notes maturing June 1 at par on Monday (June 3), paying its holders a total of $34.8 million, the same amount that had remained outstanding following the last previous retirement of the 10¼% notes, which occurred on March 6, when Conseco had retired $75.8 million of the notes under the terms of a tender offer which had begun on Jan. 31. Conseco, a Carmel, Ind.-based insurance and financial services concern, embarked upon an aggressive debt-reduction program following a major management change in the spring of 2000. As part of that effort, it began buying back portions of the $864 million of Conseco Inc. and Conseco Finance public debt maturing in 2002 which was listed on its balance sheet as of June 30, 2001. The debt buybacks began with several transactions last year, which continued into 2002. Conseco said that with the retirement of the last of the 10¼% notes on June 3, total Conseco Finance public debt due is just $8.1 million of its 6½% notes maturing this coming Sept. 26; these had remained outstanding following a Conseco tender offer which began on Feb. 21 and which concluded on April 12 with the retirement of $158.6 million of the 6½% notes and all $3.65 million of Conseco Finance's remaining outstanding 6.52% notes due in 2003. Conseco said that Conseco Finance - which 10 months ago had $418 million of outstanding public debt - had retired $320 million of that debt just since the beginning of the year, on its way to slicing its public debt burden to $8.1 million. It said it planned to tender for that final remnant before its scheduled retirement, with the company saying such an unusual step - the second tender for the same notes in less than a year - was being undertaken to drive the point home that Conseco Finance "is a strong operation with considerable resources." Conseco did not outline a time frame nor provide any other details of the upcoming tender offer.

AK Steel refinancing 9 1/8% '06 notes

AK STEEL CORP. (AKS) (B1/BB) said on Monday (June 3) that it planned to sell $550 million of new 10-year notes in the Rule 144A market, and would use the expected proceeds of the offering to re-finance its $550 million of existing 9 1/8% senior notes due 2006. High yield syndicate sources heard that the Middletown, Ohio-based producer of carbon, stainless and electrical flat-rolled steel would begin a short roadshow for the new offering Tuesday (June 4), with pricing likely for Thursday (June 6) via book-running manager Credit Suisse First Boston and co-manager Goldman Sachs.

LifePoint buys back more 10 ¾% '09 notes

LIFEPOINT HOSPITALS INC. (LPNT) (B2/B) said on Monday (June 3) that its wholly owned LIFEPOINT HOSPITALS HOLDINGS INC. subsidiary had purchased an additional $54.4 million of the latter's outstanding 10¾% senior subordinated notes due 2009. The latest purchase is the second such note buyback in recent weeks, with the notes being bought both in the open market and in privately negotiated transactions. The company has so far repurchased a total of $119.4 million of the original $150 million in principal amount of the notes, leaving an outstanding balance as of June 3 of $30.6 million. LifePoint said that it may purchased additional notes "from time-to-time," based upon its view of market conditions and other relevant factors. LifePoint declined to state how many more of the notes it might ultimately repurchase, but said the amounts involved "may be material." As a result of the latest note repurchases, and the earlier repurchases, LifePoint said it would take an after-tax extraordinary charge to income of $14.1 million and $14.9 million for the quarter and six months ended June 30, 2002, respectively. The charge would include the premium over face value paid for the notes, deferred loan costs allocable to the notes purchased and fees and expenses incurred in connection with the purchases. AS PREVIOUSLY ANNOUNCED, LifePoint Hospitals, a Brentwood, Tenn.-based hospital operator, said on May 16 that it planned to sell $200 million of seven-year convertible notes, with a portion of the proceeds possibly to be used to for the repurchase of LifePoint's 10¾% senior subordinated notes. On May 17, LifePoint said that it had privately placed $200 million of the new convertible notes, and had granted the initial purchasers a 30-day option to acquire an additional $50 million of notes. On May 23, the company said that it had completed the previously announced offering of $250 million new 4½% convertible subordinated notes due 2009, which yielded net proceeds, after offering expenses, of approximately $242.6 million; a portion of the proceeds was expected to be used to repurchase outstanding 10¾% notes, subject to market conditions. LifePoint said that through May 1, it had purchased approximately $65 million of its 10¾% notes through LifePoint Hospitals Holdings on the open market and in privately negotiated transactions, leaving approximately $85 million of the notes remaining outstanding at that time for possible purchase with the proceeds of the convertible debt offering (other possible intended uses of the proceeds included capital improvements on its existing facilities and working capital).

XTO Energy redeems 9 ¼% '07 notes

XTO ENERGY INC. (XTO) (Ba2/BB-) said on Monday (June 3) that it had redeemed its $125 million of outstanding 9¼% senior subordinated notes due 2007, with registered holders having received 104.625% of the face value of the notes, plus accrued interest up to the June 3 redemption date. XTO said the redemption was funded with a portion of the proceeds from its junk bond sale in April. AS PREVIOUSLY ANNOUNCED, XTO, a Fort Worth, Texas-based independent oil and gas exploration and production company (formerly known as CROSS TIMBERS OIL) said on April 12 that it planned to offer $300 million of 10-year senior notes in an off-the-shelf deal, with the proceeds to be used to redeem the 9¼% notes as well as funding $164 million in recently announced strategic acquisitions, and to "provide flexibility in the Company's financial structure for future growth." On April 17, XTO announced that it had sold an upsized $350 million of new 7½% senior notes due 2012 (net proceeds $342 million) via an underwriting group led by joint book-running managers Lehman Brothers and Salomon Smith Barney and co-managers Banc of America Securities LLC, Deutsche Bank Securities, JPMorgan, Credit Lyonnais Securities and Hibernia Southcoast Capital.

Methanex deal to repay 7.40% '02 notes hits road

METHANEX CORP. (MEOH) (Ba1/BBB-) was heard by high yield syndicate sources on Monday (June 3) to be preparing to begin a roadshow for its previously announced proposed $200 million bond offering, a portion of the proceeds of which are slated for the repayment of the company's outstanding 7.40% notes coming due this Aug. 15. The sources said the deal would likely roadshow from June 6-12, with pricing anticipated on June 13 or 14. AS PREVIOUSLY ANNOUNCED, Methanex, a Vancouver, B.C.-based chemical producer which is the world's largest producer and marketer of methanol, said on Friday (May 31) that it would sell $200 million of 10-year senior notes after the filing of appropriate prospectus documents with the Securities and Exchange Commission and with Canadian regulators. It said that the net proceeds of the deal would be used to repay the 7.40% notes in full at their maturity and for general corporate purposes, and that the proposed underwriters for the notes would be Goldman, Sachs & Co., CIBC World Markets and RBC Capital Markets. MEOH also said on May 31 that it had begun soliciting the consents from the holders of its 7.75% notes due 2005 to proposed indenture changes, which would permit Methanex to add a change-of- control covenant applicable to the notes to the indenture and which would eliminate the applicability to the notes of the limitation on restricted payments covenant. The solicitation would expire at 5 p.m. ET on June 12. Effectiveness of the indenture amendment would be conditioned upon the company getting consents from the holders of at least 50% of the outstanding notes.

Clear Channel tenders for Ackerley 9% '09 notes

CLEAR CHANNEL COMMUNICATIONS INC. (CCU) (Baa3/BBB-) said on Friday (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. (B3), as well as a related solicitation of noteholder consents to proposed indenture amendments and a waiver of certain indenture provisions. The tender offer and consent solicitation follows the final approval by the Federal Communications Commission on Thursday (May 30) of San Antonio, Tex.-based radio and television broadcaster and outdoor advertising company Clear Channel's proposed acquisition of Ackerley Group, a Seattle-based outdoor advertising firm with television and radio broadcasting interests, 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. CCU 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, while those tendering after the consent payment deadline but before the offer expires will only receive the total purchase price minus the 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.

NL to redeem 11¾% '03 notes via new Kronos deal

NL INDUSTRIES INC. (NL) (B1/BB-) said on Thursday (May 30) that its indirect wholly owned subsidiary KRONOS INTERNATIONAL, INC. plans to offer €270 million ($253 million at current exchange rates) of new seven-year senior secured notes in the Rule 144A market, with a portion of the expected proceeds to be used to redeem NL's $169 million of outstanding 11¾% senior secured notes due 2003. High yield market sources heard that Deutsche Bank Securities will likely lead-manage the deal for NL, a Houston-based chemical company that makes titanium dioxide pigments, and for Kronos, which conducts NL's European titanium dioxide pigment operations; other underwriters may also emerge; and a portion of the proceeds will be used to repay other debt as well.

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