Sinclair Broadcast Group tenders for 8¾% '07 notes

Sinclair Broadcast Group, Inc. (B2) said on Monday (Dec. 2) that it is beginning a tender offer for all of its outstanding 8¾% senior subordinated notes due 2007, and is also soliciting noteholder consents to proposed amendments that would eliminate substantially all of the restrictive covenants and certain events of default from the notes' indenture. Holders who tender their notes will be required to consent to the proposed amendments, and holders who consent to the proposed amendments will be required to tender their notes.

Sinclair set a consent deadline of 5 p.m. ET on Dec. 10, and a tender expiration deadline of midnight ET on Dec. 30, both subject to possible extension. It said that holders who validly tender their notes and deliver consents by the consent deadline will receive total consideration of $1,043.75 per $1,000 principal amount of notes tendered, which includes a $20 per $1,000 principal amount consent payment. Holders who validly tender their notes after the consent deadline will only receive tender consideration of $1,023.75 per $1,000 principal amount, and will not receive the consent payment.

Sinclair currently intends to issue on Dec. 31 a notice of redemption for all untendered 8¾% notes. It will redeem such notes at a redemption price of $1,043.75 per $1,000 principal amount, under the terms and conditions of the notes' indenture.

The company said it intends to fund the tender offer, and all related costs and expenses, with the net proceeds of an offering of new senior subordinated notes, an amendment to its bank credit facility to permit additional borrowings (which may then be repaid from the proceeds of a subsequent issuance of new senior subordinated notes), the net proceeds of other public or private equity or debt issuances, and/or cash on-hand.

The tender offer is conditioned upon the proposed amendments being adopted, Sinclair completing arrangements for financing the purchase of the notes and other general conditions.

J.P. Morgan Securities Inc. (call 800 245-8812) is the dealer-manager for the tender offer and consent solicitation. D.F. King & Co., Inc. (call 800 848-3416) is the information agent.

AS PREVIOUSLY ANNOUNCED, Sinclair Broadcast Group, a Baltimore-based television station group owner, said on Nov. 8 that it had notified the trustee for its $200 million of outstanding 9% senior subordinated notes due 2007 that it will redeem the issue in full on Dec. 9, paying the aggregate principal amount plus the associated call premium and all accrued interest.

Sinclair said that it would fund the redemption using the proceeds of its recent add-on sale of $125 million 8% senior subordinated notes due 2012, plus available working capital (which would include a draw on Sinclair's bank credit facility).

American Pacific to redeem 9¼% '05 notes

American Pacific Corp. (B2) has said that it intends to redeem all of its remaining outstanding 9¼% senior notes due 2005 on March 1, 2003 (the company had originally issued $75 million of the notes in March 1998 but the outstanding amount has been subsequently reduced via previous transactions, including, most recently, the purchase of approximately $3.6 million in principal amount of the notes at a cost of approximately $3.7 million in January 2002.

The Las Vegas-based maker of specialty chemicals said in its fiscal fourth quarter and 2002 results announcement on Nov. 19 that the notes are redeemable at the company's option through Feb. 28, 2003, at a redemption price of 104.625% of the principal amount of the notes; during the 12-month period beginning March 1, 2003, the notes will be redeemable at a redemption price of 102.313% of the principal amount.

American Pacific said the total cost of the redemption, including interest on the notes, will be approximately $43.4 million. The company will recognize a loss on redemption of the notes of approximately $900,000.

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