SPECTRASITE HOLDINGS, INC. (SITE) (Caa3/B) said on Thursday (May 16) that it will shortly commence debt tender offers to repurchase certain of its senior notes. The Cary, N.C.-based communications antenna tower operator expects to begin the tender offers no later than May 22. SpectaSite will repurchase portions of the five outstanding issues of its senior notes at a maximum aggregate purchase price of $340. The offers will have a minimum condition requiring that the company receive tenders for notes with an aggregate purchase price of $300 million. The company will make a separate offer for each issue of notes, with tenders to be accepted within price ranges specified by SpectraSite. The company plans to purchase up to $115 million of its $200 million of currently outstanding 10¾% senior notes due 2010. It will buy the notes at a price within the range of $435 to $495 per $1,000 principal amount, for a total expected expenditure for that series of notes of $50 million. It plans to purchase up to $110 million of its $200 million of currently outstanding 12½% senior notes due 2010 at a price within the range of $455 to $520 per $1,000 principal amount, for a total expected expenditure for that series of notes of $50 million. It plans to purchase up to $148 million of its $225 million (principal amount at maturity) zero-coupon/12% senior discount notes due 2008, at a price within the range of $305 to $350 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $45 million. It plans to purchase up to $392 million of its $587 million (principal amount at maturity) zero-coupon/11¼% senior discount notes due 2009, at a price within the range of $255 to $290 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $100 million. And it plans to purchase up to $413 million of its $560 million (principal amount at maturity) zero-coupon/12 7/8% senior discount notes due 2010, at a price within the range of $230 to $260 per $1,000 principal amount at maturity, for a total expected expenditure for that series of notes of $95 million. The maximum amount of each series of notes to be purchased assumes the lowest price in the range of prices specified. SpectraSite plans to use up to $340 million of the proceeds of a new $350 million financing to be provided, subject to certain conditions, by the private equity firm of Welsh, Carson, Anderson & Stowe to acquire the outstanding bonds through a "modified Dutch auction." The Company will use $10 million of the proceeds of the new financing to refinance a portion of its senior credit facility. SpectraSite further said that If the debt tender offers are completed, subject to certain conditions which will be set forth in the official Offers to Purchase, Welsh Carson has agreed to fund up to $350 million of new convertible term notes. SpectraSite will also make private offers to bondholders that are "Qualified Institutional Buyers" to exchange the same issues of senior notes for up to $75 million of new convertible debt. The exchange offers would close after the debt tender offers and the debt tender offers are not conditioned on the exchange offers. The interest rate and conversion price of the notes offered in the exchange offers are expected to be similar to those contained in the new Term Notes ,which will have a 12 78% coupon and a $0.65 per share conversion price. The notes offered in the exchange offer have not and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Goldman, Sachs & Co. will be the dealer manager for the debt tender offers. Notes tendered pursuant to an offer may be withdrawn at any time prior to the expiration date, which has not been announced yet. The debt tender offers will be subject to customary conditions as well as the minimum condition.

SUN INTERNATIONAL HOTELS LTD (SIH) (B2/B+) was heard by high yield market syndicate sources on May 9 to have sold a $200 million add-on to its existing 8 7/8% senior subordinated notes due 2011 via joint book-running managers Bear Stearns & Co. and Deutsche Bank Securities Inc. and co-managers CIBC World Markets, Banc of America Securities, JP Morgan and Wells Fargo Capital; proceeds of the offering were slated to fund SIH's previously announced tender offer for its outstanding 9% senior subordinated notes due 2007. AS PREVIOUSLY ANNOUNCED, Sun International, a Paradise Island, Bahamas-based hotel and gaming resort operator, and its wholly owned subsidiary, SUN INTERNATIONAL NORTH AMERICA, INC., said on May 8 that they were beginning a cash tender offer to purchase any and all of their outstanding 9% notes, and were also beginning a related solicitation of noteholder consents to proposed indenture changes, which would eliminate substantially all of the restrictive covenants and certain events of default from the indenture governing the notes. Sun said the tender offer would expire at midnight ET on June 4, while the consent solicitation would expire at 5 p.m. ET on May 20, with both deadlines subject to possible extension. Holders tendering their notes would be required to consent to the proposed amendments, and holders consenting to the proposed amendments would be required to tender their notes. Tenders of notes and deliveries of consents made at or before the consent deadline could be withdrawn or revoked at any time on or before that deadline, but not subsequently. Tenders of notes made after the consent deadline could be withdrawn at any time up until the expiration deadline. Sun said that subject to conditions specified in the official tender offer statement, the total consideration to be paid for each validly tendered note and properly delivered consent received by the consent deadline, not subsequently revoked and which thus is accepted for payment, will be $1,045 per $1,000 of principal amount of notes, plus accrued and unpaid interest. That total consideration includes an early consent premium of $20 per $1,000 of principal amount, which will paid only for those notes by the consent deadline. Holders tendering their notes after that time but prior to the expiration of the tender offer will receive $1,025 per $1,000 principal amount, plus accrued and unpaid interest. The tender offer is conditioned upon the satisfaction of a financing condition, a consent under Sun's existing revolving credit facility, and a minimum tender condition, as well as other general conditions. If the tender offer is consummated, Sun and its subsidiary intend then promptly call for redemption any remaining outstanding notes, in accordance with the terms of their indenture, at the applicable redemption price of $1,045 per $1,000 principal amount, plus accrued interest up to the redemption date. Bear Stearns is the dealer manager for the tender offer and solicitation agent for the consent solicitation (call the Global Liability Management Group toll free at 877 696-2327). The information agent and tabulation agent is D. F. King & Co., Inc., (call toll free at 800 848-3416 or at 212 269-5550, extension 6832).

PACIFICARE HEALTH SYSTEMS INC. (PHSY) (B3/B+) said on May 8 that it had exchanged equity for $3 million of its 7% senior notes due 2003. The Santa Ana, Calif. health services provider issued 101,277 shares of common stock to the owner of the notes, described in PacifiCare's news release as "a major institutional bondholder" but otherwise unidentified. PacifiCare now has 35.4 million shares outstanding.

PAC-WEST TELECOMM, INC. (Caa1/ CCC) said on May 8 that it had bought back $21 million of its 13.5% senior notes due 2009 during the first quarter at a "substantial" discount. The Stockton, Calif.-based communications company said in a filing with the Securities and Exchange Commission that it paid a total of $8.3 million in principal and interest to repurchase the notes. As of March 31 the company had $129.274 million of the notes remaining outstanding, out of the $150 million of the securities issued in January 1999.

HORSESHOE GAMING HOLDING CORP. (B2/BB) said on May 7 that it was evaluating whether to call its 9 3/8% senior subordinated notes at their first call date on June 15. The Tinley Park, Ill. casino operator said in a filing with the Securities and Exchange Commission that the cost of redeeming the bonds, including the call premium, would be 166.5 million. It said that cash flow from operations, existing cash on hand and borrowing capacity available under its credit facility would be enough to cover the cost of the call.

VINTAGE PETROLEUM INC. (VPI) (Ba3/BB-) aid on May 6 that it plans to redeem up to $100 million of its 9% notes due 2005 on June 3, at a redemption price of 103% of par. The redemption would leave $50 million of the Tulsa, Okla.-based independent oil and gas operator's 9% notes outstanding.

PEDIATRIC SERVICES OF AMERICA, INC. (Caa1/B) said on May 3 that it had repurchased $5 million of its notes during the first quarter. The Norcross, Ga.-based pediatric home health care service provider said in a filing with the Securities and Exchange Commission that it paid $4.5 million cash plus accrued interest for the securities. As a result of the repurchases, there are now $27.4 million of the notes outstanding. Pediatric Services said the note indenture allows it buy back notes at its discretion, but added that it does not have a formal plan. However the company added that the market value of the notes has increased, "making future repurchases of the notes less likely."

RIVERWOOD HOLDING, INC. (B2/B) filed a registration statement with the Securities and Exchange Commission on May 3 for an initial public offering of $350 million of its common stock, and said it would also take out an additional term loan under its credit agreement and sell senior notes. The Atlanta, Ga.-based paperboard maker said the proceeds of the stock, bank loan and note sales will be used to repay its outstanding senior notes and senior subordinated notes and part of the borrowings on its revolving credit facility. Riverwood did not disclose the size of the new term loan or the note offering, although the registration statement disclosed that the outstanding notes which it plans to redeem have a total principal amount of $900 million, consisting of $400 million 10 7/8% senior subordinated notes due 2008 and $500 million 10 5/8% senior notes due 2007. Riverwood also has $250 million of 10 ¼% senior notes due 2006 outstanding, which are to be redeemed on May 23 using the proceeds of a new $250 million term B loan drawn on April 23, along with $12 million drawn on the existing revolving credit facility (the new money borrowed totals more than $250 million because of fees, costs and expenses).Riverwood did not disclose underwriters for the prospective note offering or the banks for the new loan.

TANGER FACTORY OUTLET CENTERS, INC. (SKT) (Ba2) said on May 2 that it had bought back $4.9 million of its outstanding 7 5/8% senior notes due 2004 during the first quarter. The Greensboro, N.C. real estate investment trust said in a filing with the Securities and Exchange Commission that it had repurchased the notes at or below par, funding the transactions by drawing from its credit lines. Tanger added that the repurchases were in addition to $14.5 million of the notes which were bought back at par in the 2001 fourth quarter.

VARSITY BRANDS, INC. (RDL) (B2) said on April 30 that it had bought back $8.25 million face amount of its 10½% senior notes due 2007 at a discount. The Memphis, Tenn. maker of cheerleading and dance team products said the open-market purchase cost the company $7.9 million. Varsity Brands said the terms of the notes require it to use proceeds from any assets to buy back notes. The assets in this case were sold as part of the company's settlement agreement with Umbro Worldwide relating to litigation which Varsity Brands had brought against Umbro last year. Varsity further said that the note purchases fulfill its obligations to repurchase notes with the proceeds from the termination of the Umbro license last September.

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