Nextel tenders for 10.65% notes; calls 11 1/8% preferreds for redemption

New York, July 18 - Nextel Communications, Inc. said that it had begun a cash tender offer and solicitation of related consents to proposed indenture changes for all $675.52 million outstanding principal amount of its 10.65% senior redeemable discount notes due 2007. It separately announced that it would also redeem all the outstanding shares of its 11.125% series E exchangeable preferred stock, which had a total liquidation preference at June 30 of $392 million.

Nextel said that the tender offer for the 10.65% notes would expire at midnight ET on Aug. 13, and set a consent deadline of 5 p.m. ET on July 30, both subject to possible extension. Notes validly tendered prior to the consent date may not be withdrawn and consents may not be revoked after the consent date. Notes tendered after the consent date may be withdrawn at any time before the expiration date of the tender offer.

The company said that the total consideration to be paid for each validly tendered note would be $1,036.25 per $1,000 principal amount of notes, plus accrued and unpaid interest up to, but not including, the scheduled payment date.

It said the total consideration would include $20 per $1,000 principal amount payable only to those holders who tender their notes and thus validly deliver their consents to the indenture changes prior to the consent deadline.

Nextel is seeking noteholder consent to amendments that would eliminate substantially all of the Indenture's restrictive covenants and would amend certain other provisions. Adoption of the proposed amendments requires the consent of holders of at least a majority of the principal amount of the notes outstanding. Holders who tender their notes will be required to consent to the proposed amendments, while holders may not deliver consents to the proposed amendments without tendering their notes.

Holders who tender their notes after the consent deadline will receive the total consideration less the $20 consent payment, or $1,016.25 per $1,000 principal amount of the notes, plus accrued and unpaid interest.

The tender offer is conditioned upon, among other things, the receipt by Nextel of sufficient consents necessary to adopt the proposed amendments and the completion by Nextel of certain previously announced related financing transactions.

Bear, Stearns & Co. Inc. is acting as the exclusive dealer manager and solicitation agent for the tender offer and the consent solicitation (call the Global Liability Management Group at 877 696-2327). D. F. King & Co., Inc. is the information agent (212 269-5550). The depositary for the tender offer is BNY Midwest Trust Co.

Nextel separately announced that it will redeem the 11 1/8% preferred stock on Aug. 16. The redemption price will be $1,055.625 per share, plus accrued but unpaid dividends.

The company said that elimination of the series E preferred stock from its capital structure will reduce Nextel's annual preferred dividend obligations by about $44 million

As previously announced, Nextel,, a Reston, Va.-based wireless telecommunications operator, said on July 17 that it would sell $1 billion of new senior serial redeemable notes due 2015 in a public offering, and would use proceeds together with cash on hand to repurchase the outstanding 10.65% notes through a tender offer or redemption transaction, and would also redeem the outstanding 11 1/8% preferred shares.

Nextel, as part of its concurrent announcement of second-quarter financial results, also said that as of June 30, it had approximately $676 million principal amount of the 10.65% notes outstanding - a $15 million reduction from the $691 million which was outstanding as of the end of the first quarter ended March 31.

It had $392 million face amount of the 11 1/8% preferred shares outstanding at the end of the quarter, unchanged from the end of the first quarter.

Mohegan Tribal Gaming Authority 8¾% '09 notes tender offer expires

New York, July 18 - The Mohegan Tribal Gaming Authority (Ba3/BB-) said that its previously announced tender offer and related consent solicitation for its 8¾% senior subordinated notes due 2009, expired as scheduled at midnight ET on July 17, without extension.

Mohegan said that it purchased approximately $280.3 million principal amount of the notes, or 93% of the total principal amount, at a total cost to the authority (including call premium and accrued interest) of approximately $302.5 million in cash.

Approximately $19.7 million in aggregate principal amount of the notes remain outstanding and are scheduled to mature on Jan. 1, 2009.

As previously announced, Mohegan, an Indian tribe operator of the Mohegan Sun gaming resort in Uncasville, Conn., said on June 20 that it had begun a cash tender offer for any and all of its $300 million of outstanding 8¾% notes, and a related solicitation of noteholder consents to proposed indenture changes aimed at eliminating substantially all of the restrictive covenants in the indenture.

The authority initially set a consent deadline of 5 p.m. ET on June 30 (the consent period was subsequently extended), and said the tender offer would expire at midnight ET on July 17, subject to possible extension.

Mohegan said that holders tendering their notes would be required to consent to the proposed indenture amendments, and holders delivering consents would have to tender their notes.

It said that assuming their notes are accepted for purchase, holders validly tendering their notes by the consent deadline would receive the total consideration of $1,077.50 per $1,000 principal amount of notes tendered, while holders validly tendering their notes after the consent deadline but prior to the offer expiration would receive $1,047.50 per $1,000 principal amount of notes (i.e. they would not receive the $30 per $1,000 principal amount consent payment). All tendering holders would also receive accrued and unpaid interest up to, but not including, the payment date.

The company said the tender offer would be subject to the satisfaction of certain conditions, including Mohegan's receipt of tenders of notes representing a majority of the outstanding principal amount, and the authority obtaining senior subordinated financing on acceptable terms in an amount sufficient to consummate the offer (high yield syndicate sources said that Mohegan successfully priced a $330 million offering of new 6 3/8% senior subordinated notes due 2009 on July 1).

On June 27, Mohegan said it would extend the tender offer's consent solicitation period, to give noteholders the opportunity to study the company's amended 10-K annual financial data filing with the Securities and Exchange Commission.

Mohegan said the consent deadline had been extended from 5 p.m. ET on June 30, to noon ET on July 2, subject to possible further extension, while the previously announced July 17 expiration deadline and all other original terms of the offer were unchanged.

The Authority noted in its announcement that on June 27, it had it had filed with the SEC an amendment to its 10-K Annual Report for the fiscal year ended Sept. 30, 2002. The amendment amends and restates in their entirety Item 6. "Selected Financial Data" and Exhibit 12.1 "Computation of Ratio of Earnings to Fixed Charges" in the annual report filing.

On July 2, Mohegan said that it had received sufficient noteholder consents to the proposed indenture changes, and had executed a supplemental indenture incorporating these amendments, which would become operative when the tendered notes were accepted for payment.

It extended the consent solicitation period to 5 p.m. ET on July 8, subject to possible further extension, from the old consent deadline of noon ET on July 2, and said that as of the old consent deadline, holders had tendered $273.175 million aggregate principal amount of the notes, or approximately 91% of the outstanding principal amount, thereby agreeing to the proposed indenture changes. It said it expected to pay for those notes by the amended consent deadline on July 9.

It also said the July 17 tender offer expiration deadline remained in effect and all other terms of the tender offer and consent solicitation were unchanged.

Banc of America Securities LLC (contact the High Yield Special Products group toll-free at 888 292-0070 or collect at 704 388-4813) and Citigroup Global Markets Inc. (contact the Liability Management group toll-free at 800 558-3745 or collect at 212 723-6106) were the dealer managers and solicitation agents in connection with the offer. Mellon Investor Services LLC (call 888 867-6202) was the information agent for the offer.

IMC Global increases size of tender offer, extends deadline

New York, July 18 - IMC Global Inc. increased the size of the tender offer for its 6.55% notes due 2005 and 7.625% senior notes due 2005 and extended the deadline.

The Lake Forest, Ill. agricultural nutrients and animal feed company said it is now looking ot buy up to $140 million of the 6.55% notes, increased from $100 million, and up to $273 million of the 7.625% notes, up from $200 million.

The tender now expires at 12.00 p.m. ET on Aug. 1 instead of 5.00 p.m. ET on July 22.

The early tender date was also pushed back to 12.00 p.m. ET on Aug. 1 from Midnight ET on Aug. 1.

As a result, IMC Global will pay 104.0% of the principal amount for the 6.55% notes and 106.5% of the principal amount of the 7.625% notes.

Other terms and conditions are unchanged.

As of July 17, $137 million principal amount or 91% of the 6.55% notes had been tendered and $257 million or 86% of the 7.625% notes.

The information agent is Bondholder Communications Group (888 385-BOND/888 385-2663 attention: Irene Miller). Goldman, Sachs & Co. (800 828-3182) and J.P. Morgan Securities Inc. are dealer managers.

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