Six Flags tenders for 10% '08 notes

Six Flags, Inc. said Wednesday (April 9) that it had begun a tender offer for all $401 million principal amount of its outstanding 10% senior discount notes due 2008.

Six Flags, a New York-based operator of regional theme parks, said the offer would expire at 5 p.m. ET on May 7, and it set 12 midnight ET on April 15 as the early tender date, with both deadlines subject to possible extension.

Holders who tender their notes by the early tender deadline will receive total consideration of 105.5% of the principal amount of the notes (i.e. $1,055 per $1,000 principal amount of notes tendered).

Holders who tender their notes after the early tender deadline but before the offer expires will receive the tender offer of 105% of the principal amount of notes tendered (i.e. $1,050 per $1,000 principal amount) but not the 0.5% premium ($5 per $1,000 principal amount) for early tenders.

All holders validly tendering their notes will also receive accrued and unpaid interest up to - but not including - the applicable payment date.

Six Flags further said that it currently intends to call for redemption all 10% notes remaining outstanding after the tender offer expiration date, at the applicable redemption price of 105% of the principal amount ($1,050 per $1,000 principal amount of notes tendered), plus interest accrued to the redemption date. The redemption would take place on the closing date of the company's concurrent offering of $430 million new ten-year senior notes, which will fund the tender offer for the 10% notes and the planned redemption.

Six Flags said that its obligations to accept for purchase and to pay for the 10% notes under the tender offer are conditioned on, among other things, the receipt by Six Flags before the expiration deadline of the net proceeds sufficient to purchase the 10% notes from the planned note offering by Six Flags or other available sources of cash

High yield syndicate sources heard Wednesday (April 9) that the company had sold the $430 million of new notes at par in a Rule 144A offering.

Lehman Brothers (contact Emily E. Shanks toll free at 800 438-3242 or at 212 528-7581) is the dealer manager for the tender offer. D.F. King & Co., Inc. (call toll-free at 800 431-9643, or at 212 269-5550) is the information agent.

Sweetheart Cup consummates exchange offer for 12% ' 03 notes

Sweetheart Cup Co. Inc. (Caa2) said on Tuesday (April 8) that it had consummated its previously announced offer to exchange new debt for its outstanding 12% notes scheduled to come due on Sept. 1. That offer had expired as scheduled at 5 p.m. ET on April 1 without further extension.

Sweetheart and Wells Fargo Bank Minnesota, NA, as trustee, executed the indenture governing the new notes and $93.375 million in aggregate principal amount of new notes were issued under the indenture in exchange for a like amount of the existing 12% notes.

Sweetheart said that it had paid the aggregate amount of consent payments to Wells Fargo Bank Minnesota, as exchange agent. Payment of the consent payments to all holders of the 12% notes who tendered them in a timely manner will be made promptly.

The company said that the first interest payment date on the new notes will be on July 15, and will include accrued interest on the old 12% notes that were tendered, as well as accrued interest on the new notes.

Sweetheart further said that as of April 8, the supplemental indenture amending the indenture governing the 12% notes became effective. The aggregate principal amount of 12% notes that remain outstanding is $16.625 million.

Bear Stearns & Co. Inc. (call the Global Liability Management Group toll-free at 877 696-2327) was the dealer-manager for the exchange offer and consent solicitation. D.F. King & Co., Inc. was the information agent (call toll-free at 800 488-8075; banks and brokers call collect at 212 269-5550). Wells Fargo Bank Minnesota NA was the exchange agent .

AS PREVIOUSLY ANNOUNCED: Sweetheart Cup, an Owens Mills, Md.-based maker of paper cups and other packaging products for the food-service industry, said on Feb. 14 that it was planning to offer to exchange new 12% senior notes due 2004 for its outstanding 12% 2003 notes. It said that it would also solicit consent of the 2003 noteholders to proposed changes in the notes' indenture that would eliminate most of the restrictive covenants.

Sweetheart said in an S-4 registration statement filed with the Securities and Exchange Commission that it would issue up to $110 million of the new 2004 notes in exchange for all of the outstanding 2003 notes. The new notes would be guaranteed by the company's corporate parent, Sweetheart Holdings Inc, and would be exchanged for the existing notes on a 1-for-1 basis.

It said that holders tendering notes under the exchange offer would also have to consent to the proposed indenture changes. Those holders validly tendering their notes (and thus, consenting to the indenture changes) before a consent deadline and not subsequently withdrawing them would be eligible to receive a consent payment equal to 1% of the principal amount of notes tendered. Holders not tendering their notes by the consent deadline would not be eligible to receive the consent payment.

Sweetheart did not initially set an expiration deadline or a consent deadline for the offer, and said the offer would commence as soon as is practicable after the registration becomes effective.

It said that holders tendering their notes before the consent deadline could withdraw their tendered notes and revoke their consents at any time prior to that deadline, but not afterward. Holders tendering after the consent deadline could withdraw their tendered notes and revoke consents at any time prior to the expiration date. It further said that holders could revoke consents at any time prior to the execution of the supplemental indenture implementing the proposed amendments to the indenture governing the 2003 notes.

The company cautioned noteholders choosing to not tender their notes under the exchange offer that most of the restrictive covenants and the related events of default and certain other provisions in the indenture governing those notes will be removed or substantially modified.

Sweetheart said that completion of the exchange offer would be subject to the satisfaction of several conditions, including - but not limited to - Sweetheart receiving tenders from the holders of at least 90% of the principal amount of the existing notes, and the company obtaining an amendment to its senior credit facility.

On Feb. 27, Sweetheart said that it had begun the previously announced exchange offer for its outstanding 12% 2003 notes, and had begun a related consent solicitation.

The company initially set the consent deadline at 5 p.m. ET on March 12, while the offer was scheduled expire at 5 p.m. ET on March 27, with both deadlines subject to possible extension.

Sweetheart said that holders could not tender their notes without consenting to the proposed amendments and could not deliver consents without tendering their notes. It said that approval of the proposed indenture amendments would require the consent of holders of at least a majority of the principal amount of the outstanding notes.

The company further said that the exchange offer and the consent solicitation would otherwise take place on terms which the company had previously outlined.

On March 13, Sweetheart said that it had successfully completed the consent solicitation portion of exchange offer.

The company said that as of the now-expired consent deadline of p.m. ET on March 12, it had received the requisite consents necessary to modify the notes' indenture, and had executed a supplemental indenture with the indenture trustee incorporating the desired changes, which eliminate certain restrictive covenants and other provisions in the indenture.

Sweetheart said the modifications implemented by the Supplemental

Indenture would not become operative until the completion of the exchange of fer and consent solicitation. Any consent payment will be made promptly after the consummation of the exchange offer and consent solicitation.

Achievement of the requisite consents would allow the exchange offer to continue to the scheduled expiration deadline on March 27.

On March 21, Sweetheart said that it had extended its offer to make the consent payment to the holders of the 12% notes to 5 p.m. ET on March 27, subject to possible further extension, so that it would coincide with the previously announced expiration of the exchange offer. The offer was subsequently further extended several times, most recently to 5 p.m. ET on April 1.

On April 2, Sweetheart Cup said that it had successfully completed the exchange offer, which expired as scheduled at 5 p.m. ET on April 1 without further extension. As of the expiration, a total of approximately $93 million in aggregate principal amount of the 12% notes (about 85% of the outstanding amount) had been tendered in the exchange offer and related consent solicitation.

Sweetheart said that it had advised Wells Fargo Bank Minnesota, N.A., the exchange agent for the exchange offer and consent solicitation, that all validly tendered notes had been accepted for exchange, and that all of the conditions to the offer - including the condition that at least 90% of the aggregate principal amount of outstanding notes be tendered - have been waived by Sweetheart or satisfied.

The company further said that the indenture governing the new notes would be executed by Sweetheart and Wells Fargo Bank Minnesota, as trustee, and the exchange of the new notes for the tendered 12% notes would take place on April 8. Payment of consent payments would be made promptly thereafter. Interest on the new notes would begin to accrue on April 8. Accrued interest on the 12% notes that have been tendered, as well as accrued interest on the new notes, would be paid to holders of the new notes on July 15.

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