Young Broadcasting completes tender for notes

Young Broadcasting Inc. (B2/BB-) said on Thursday (Sept. 19) that it had completed its previously announced offers to purchase for cash all of its outstanding 8½% senior notes due 2008, as well as a portion of its outstanding 10% senior subordinated notes due 2011; a portion of its outstanding 9% senior subordinated notes due 2006; and a portion of its outstanding 8¾% senior subordinated notes due 2007. The offers expired as scheduled at 5 p.m. ET without extension.

The purchase price for the senior notes in the offer was equal to par plus accrued and unpaid interest through Sept. 17. Young said that on Wednesday (Sept. 18), it purchased $93.11 million of the notes, or all of the senior notes validly tendered and not withdrawn in the offer, and paid accrued interest of $2,044,540.42 on those notes. Young's offer to purchase a portion of its three classes of senior subordinated notes also expired as scheduled on Sept. 12. The company said that under the terms of the subordinated note offer, it will on Sept. 24 accept for payment a portion of those notes which have been validly tendered and not withdrawn in such offer, and will announce the results of the offer as soon as practicable afterward. Young will purchase the senior subordinated notes at par plus accrued and unpaid interest through Sept. 24.

AS PREVIOUSLY ANNOUNCED, Young Broadcasting, a New York-based television station ownership group, said on May 14 that it intended to make an offer to the holders of its outstanding senior and subordinated notes to redeem those securities at par plus accrued interest. Young outlined its intentions as it announced its first-quarter earnings results. The company cautioned that it could not definitely predict whether the offer would be accepted by the note holders. Young said it planned to fund the note redemption from the proceeds of the previously announced $650 million sale of its Los Angeles television station, KCAL-TV, to Viacom Inc. Young said the Federal Communications Commission approved the transfer on May 4, and the company said it expected that the sale would be closed in a few days. Young said that assuming that all net proceeds from the TV station sale would be applied to reduce debt, the company's remaining outstanding borrowings would be approximately $610 million, all in the form of long-term notes. On May 15, Young announced that the KCAL-TV sale to Viacom had closed.

On June 25, Young announced the extension of its pending offer to exchange up to $250 million of newly issued 8½% senior notes due 2008 for a like amount of outstanding notes which had been sold to qualified institutional buyers under Rule 144A of the Securities Act on Dec. 7, 2001. While the existing notes were not registered for unlimited public trading, the replacement notes have been; terms of the notes are otherwise identical. Young - which did not publicly announce the beginning of the exchange offer, but which made it known to the noteholders via a prospectus - said that the offer, which was originally to have expired at 5 p.m. ET on June 24, was extended to 5 p.m. ET on June 27, subject to possible further extension. As of the previous deadline, approximately $249 million in of the outstanding notes had been confirmed as tendered in exchange for a like principal amount of the new exchange notes. Young made no subsequent public announcement as to the status of the exchange offer.

On Aug. 7, Young Broadcasting said it planned to begin cash tender offers for $250 million of its outstanding 8½% notes ; a minimum principal amount of $54.5 million and a maximum of $206 million of its $500 million of outstanding 10% notes; a minimum principal amount of $13.6 million and a maximum of $51.5 million of its $125 million of outstanding 9% notes; and a minimum principal amount of $21.8 million and a maximum of $82.4 million of its $200 million of outstanding 8¾% notes. Young said the tender offers for the notes would actually commence on Aug. 12.

Young said it planned to purchase the notes at par value, plus accrued and unpaid interest through the payment date, and that the offers would expire at 5 p.m. ET on Sept. 12, subject to possible extension. Young said it would fund the tender offers using the approximately $340 million of net proceeds from its previously announced sale of KCAL-TV. The company said that the purpose of the tender offers is to make "excess proceeds offers" with the net proceeds resulting from the KCAL sale in under the terms of the notes' indentures.

The company said the offer to purchase the three series of subordinated notes would be made concurrently with the offer to purchase the senior notes; however, under the terms of the indentures governing the various series of the notes, the holders of senior notes would be entitled to have their notes purchased in full prior to any purchase of the subordinated notes. Accordingly, the amount of "net proceeds" which available to be paid to the holders of the subordinated notes would equal to the amount of the net proceeds from the KCAL sale not used to purchase the senior notes. That amount would thus be available to purchase tendered subordinated notes on a proportionate basis, in accordance with the terms of the indentures governing those subordinated notes.

Young Broadcasting said that if it were to choose to terminate the tender offer for the senior notes prior to its scheduled expiration date, the tender offer for the subordinated notes would also be terminated, since no subordinated notes would be accepted for payment or purchased unless the senior note tender offer were to be consummated. If the senior note offer and the senior subordinated note offer were both completed and there remained any unused aggregate net proceeds of the KCAL-TV sale, Young said it reserved the right to use such remaining excess proceeds for general corporate purposes not otherwise prohibited by the indentures governing the notes. Wachovia Bank, National Association was the depositary for the tender offers.

Service Corp. sets final extension of 6% '05 notes exchange

Service Corp. International (B1/BB-) said on Thursday (Sept. 19) that it had extended its previously announced offer to exchange new debt for its outstanding 6% senior notes due 2005. The offer was extended to 5 p.m. ET on Friday (Sept. 20) from the previous deadline on Wednesday (Sept. 18). The company said that all other terms and conditions of the exchange offer continue in effect as previously provided, and said that no other changes or extensions would be made. It said that as of 5 p.m. ET on Sept. 18 , approximately $145 million of the existing 6% notes had been validly tendered in the offer and not withdrawn, up from the $67.5 million which had previously been reported tendered for exchange as of Sept. 3.

AS PREVIOUSLY ANNOUNCED, Service Corp., a Houston-based international funeral home and cemetery operator, said on Aug. 7 that it would offer to exchange up to $300 million of the newly issued 7.70% notes for an equivalent principal amount of its existing 6% notes. It said the exchange would take place as a private placement transaction, and initially said it would expire at 5 p.m. ET on Sept. 5, although the deadline was subsequently extended. Service Corp. offered the new notes on a 1-to-1 exchange basis with the existing notes, and in addition it initially offered to pay $27.50 in cash per $1,000 principal amount of existing notes validly tendered to the company by 5 p.m. ET on Aug. 23 and accepted for payment (the payment amount was subsequently raised, and the company said it would be paid to the holders of all notes validly tendered by the now-extended expiration deadline). Service Corp. said it would also pay accrued interest in cash up to the settlement date on all existing notes tendered and accepted. It said that if more than $300 million of the existing notes were to be validly tendered under the offer and not withdrawn, the company would accept tenders from noteholders on a pro-rata basis. It finally said that the exchange offer would be subject to customary conditions.

On Sept. 4, Service Corp. announced that that it had extended the exchange offer and had modified its terms, increasing the cash payment being offered to $40 per $1,000 principal amount of notes exchanged from the $27.50 for each $1,000 principal amount, as originally offered. Service Corp. extended the expiration date of the offer to 5 p.m., ET, on Sept. 18, subject to possible further extension, from the initial Sept. 5 deadline, and said that as amended, the cash payment would be made to holders of all 6% notes validly tendered prior to the new expiration date and accepted by the company, including all notes which had been already tendered prior to the Sept. 4 announcement. It said that holders who had already tendered their notes would NOT be required to deliver any further documentation or take any other action in order to receive the increased cash payment for their notes, and said that as of Sept. 3, approximately $67.5 million of the 6% notes had been tendered in the offer and not withdrawn.

Telus closes stock offering; proceeds to repay note repurchase costs

Telus Corp. said on Thursday (Sept. 19) that it had completed its previously announced equity offering, with a portion of the approximately C$324 million of net proceeds slated to repurchase and repay debt, including bank debt incurred to repurchase Telus notes and debentures. Telus said that it had repurchased a total of approximately C$400 million principal amount of such notes for a cash outlay of approximately C$308 million, including commissions and net of cross currency swap unwind proceeds.

The company gave a breakdown of the repurchased notes. It spent C$49 million to repurchase notes maturing in 2003, C$22 million to repurchase notes maturing in 2006, C$210 million to repurchase notes maturing in 2007 and C$118 million to repurchase notes maturing in 2011. By repurchasing its debt at considerable discounts to their face value, Telus expects to book an approximate C$78 million pre-tax gain - or approximately C$63 million after taxes - on the redemption of the notes in the third quarter of 2002.

AS PREVIOUSLY ANNOUNCED, Telus Corp., a Vancouver, B.C.-based telecommunications operator, announced plans on Sept. 12 to sell 34.25 million non-voting shares in the company at a price of C$9.85 per share, for aggregate gross proceeds of C$337,362,500. Telus said it had appointed and underwriting syndicate in connection with the concurrent public offerings that would take place in Canada and the U.S.

The company said that proceeds of the offering would be used by Telus to repay debt, including bank debt incurred to repurchase Telus notes and for general corporate purposes. Telus said it had repurchased notes with a total face value of approximately $210 million, and a total market value of approximately $150 million. The company said that it intends to repurchase additional notes and debentures of Telus Corp. itself and Telus Communications Inc. having maturities from 2003-2011 at prices and on acceptable terms. The equity offering would be made under a supplement to Telus' shelf prospectus which allows Telus to offer debt securities, preferred shares, non-voting shares and common shares.

Claxson again extends exchange offer for Imagen 11% '05 notes

Claxson Interactive Group Inc. said on Tuesday (Sept. 17) that it had again extended its previously announced offer to exchange new debt for the existing 11% senior notes due 2005 of its Imagen Satelital SA subsidiary, and the related solicitation of noteholder consents. The offer was extended to 5 p.m. ET on Sept. 24, subject to possible further extension, from the previous deadline of Sept. 16. As of 5 p.m. ET on Sept. 16, Claxson had received tenders from holders of approximately $12.7 million principal amount of the outstanding Imagen existing notes, up from the $8.1 million amount which had been exchanged as of Aug. 30, as outlined in its previous extension announcement.

AS PREVIOUSLY ANNOUNCED, Claxson, a Buenos Aires, Argentina-based multimedia company providing branded Spanish- and Portuguese-language entertainment content, said on June 28 that it had begun an exchange offer and related consent solicitation for all $80 million of Imagen's 11% notes, under which it would offer $410 of its new 7.25% senior notes due 2010 per $1,000 principal amount of the existing Imagen notes (the amount of new notes and their interest rate were both subsequently increased). Claxson also said that it was soliciting proxies from holders of the existing notes to vote in favor of the proposed amendments to the notes' indenture, and was offering a consent payment equal to $10 per $1,000 principal amount (subsequently raised) to holders of the existing notes tendering them by the original consent payment deadline of 5 p.m. ET on July 18, although this was subsequently extended. Claxson initially set 5 p.m. ET on July 31 as the exchange offer expiration deadline, although this also was subsequently extended. It said the exchange offer would be conditioned upon the receipt of tenders of at least 95% of the outstanding principal amount of the existing Imagen notes, as well as the approval by the Argentine government Comision de Valores of the public offering of the newly issued notes in Argentina, as well as other customary conditions. Claxson said that the new notes will not be registered for unlimited public trading under the U.S. Securities Act of 1933, as amended, and will only be offered in the U.S. to qualified institutional buyers and accredited investors in private transactions and to persons outside the Unites States in off-shore transactions, as defined by the Act. The new notes will be listed on the Buenos Aires Stock Exchange.

On Aug. 1, Claxson Interactive Group said it was extending the exchange offer and consent solicitation for the Imagen 11% notes to 5 p.m. ET on Aug. 14, subject to possible further extension, from the original July 31 deadline. As of 5 p.m. ET on July 31, Claxson had received tenders from the holders of approximately $7.7 million of the outstanding existing notes. Claxson also said that it continues to solicit proxies in favor of proposed indenture changes from the holders of the existing notes, extending the consent payment expiration date to 5 p.m. ET on Aug. 14, subject to possible further extension, from the original July 18 consent deadline; the extended consent deadline would thus coincide with the actual expiration of the tender offer itself. It said that holders who have already tendered their existing notes, or those who tender them by the extended Aug. 14 deadline and who do not withdraw their tenders, would be entitled to receive the consent payment. On Aug. 15, Claxson again announced that the offer had been extended, to 5 p.m. ET on Aug. 28. Claxson said it was in active discussions with the holders of the existing notes who had not yet tendered, with the goal of obtaining full participation. It further said that except for the extension of the expiration date and consent payment expiration date, all other terms and provisions of the exchange offer remained the same.

On Aug. 28, Claxson said it had again extended the exchange offer as well as the consent solicitation to 5 p.m. ET on Aug. 30, subject to possible further extension, from the previous Aug. 28 deadline. As of 5 p.m. ET on Aug. 28, Claxson had received tenders from holders of approximately $8.1 million principal amount of the outstanding Imagen existing notes, unchanged from the amount which had been exchanged by Aug. 14, as outlined in its previous extension announcement.

On Sept. 3, Claxson announced that it had again extended the exchange offer, to 5 p.m. ET on Sept. 16, subject to possible further extension, from the previous deadline of Aug. 30. It said that as of 5 p.m. ET on Aug. 30, it had received tenders from holders of approximately $8.1 million principal amount of the outstanding Imagen existing notes, unchanged from the amount which had been exchanged from Aug. 28, as outlined in its previous extension announcement. Claxson also said that it had increased the compensation it was offering to $500 of its new senior notes due 2010 per $1,000 principal amount of the existing notes, and had also increased the interest rate on the proposed new notes by 100 basis points, from the originally announced 7.25% to 8.25%. In addition, Claxson increased the consent payment to $15 per $1,000 principal amount of the old notes, payable to all holders tendering their notes by the new expiration date. Claxson furthermore said that it had provided that Imagen will unconditionally and irrevocably guarantee on a senior basis all the interest and principal payments on the new notes. It said that any 11% noteholder who had previously tendered their existing notes would automatically be eligible to receive all of the new and improved terms without taking any action. D.F. King & Co.(contact Tom Long at 212 493-6920 is the information agent for the exchange. Banco Rio de la Plata (contact Eduardo Rodriguez Sapey at 011 5411 4341 1013 in Buenos Aires) is the Argentina Trustee and Rep. Exchange Agent.

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