ISPAT INTERNATIONAL NV (IST) (B3/B+) said Friday (Jan. 25) that its Mexican operating subsidiary, ISPAT MEXICANA, SA de CV, (commonly known as "Imexsa") has begun an exchange offer for all outstanding 10 1/8% senior structured export certificates due 2003 of IMEXSA EXPORT TRUST No. 96-1. The exchange offer will expire at 5:00 p.m. ET, on Feb. 22, subject to possible extension. Under the terms of the exchange offer, Imexsa has offered to exchange its 10 1/8% senior notes due 2008 for the Imexsa export certificates. The senior notes will be fully and unconditionally guaranteed by Ispat on a senior unsecured basis. Ispat, an international steel producer based in Rotterdam, the Netherlands, said the exchange offer is conditioned upon the holders of at least 95% of the Imexsa senior certificates having validly tendered them and not withdrawn them prior to the expiration date and upon the other terms and conditions set forth in Imexsa's Offering Memorandum and Consent Solicitation Statement dated Jan. 24. Ispat further said that Imexsa is soliciting consents from holders of the senior certificates to amend the agreements governing them. Holders tendering their senior certificates in the exchange offer must also deliver consents, which may not be withdrawn after the earlier of either a) the expiration date, or b) whenever the requisite consents required to amend the agreements governing the senior certificates are received. Dresdner Kleinwort Wasserstein (212 969-2700, ask for Mark Hootnick) is the dealer manager and solicitation agent, and D.F. King & Co., Inc.(800 847-4870, ask for Tom Lang) is the information agent for the exchange offer.

IDT United Inc. said Thursday (Jan. 24) that it has waived all remaining unsatisfied conditions of its previously announced tender offer for all of the outstanding 10¾% senior secured discount notes due 2008 issued by UNITEDGLOBALCOM INC. (UCOMA) (Ca/B+). IDT United notified the depositary for the offer that it is accepting for payment all notes validly tendered as of 5 p.m. ET on Jan. 23. It will also accept for payment all notes validly tendered after that time, up to the scheduled expiration (5 p.m. ET on Feb. 1). UnitedGlobalCom announced separately on Jan. 24 that as of 5 p.m. ET on Jan. 23, $1,059,011,000 of the notes (approximately 77% of the outstanding principal amount at maturity) had been tendered to IDT United and accepted for purchase. UnitedGlobalCom also said that it had signed a supplemental indenture agreement with the notes' indenture trustee to effect the removal of covenants from the indenture, the release of liens and the waiver of any defaults of default which have or may have occurred, or which may occur, under the indenture. UnitedGlobalCom further entered into an agreement with the collateral agent that terminates pledge agreements effective upon the purchase of the notes, and the collateral will be released to UnitedGlobalCom upon the purchase of the notes. AS PREVIOUSLY ANNOUNCED, IDT United, a corporation formed by IDT Venture Capital Corporation and Liberty UGC Bonds, Inc., the latter a wholly-owned subsidiary of LIBERTY MEDIA CORP. (L) (Baa3/BBB-), said on Dec. 21 that it had begun a cash tender offer for all of the $1.375 billion (face amount at maturity) of outstanding 10¾% discount notes issued by UnitedGlobalCom, a Denver-based international broadband communications provider. The tender offer and related consent solicitation was undertaken by Liberty under terms of the definitive agreements relating to United's transaction with Liberty, an Englewood, Colo.-based company with interests in international and domestic video programming, communications, technology and Internet businesses, which were signed on Dec. 3, under which Liberty will take a 76% stake in UnitedGlobalCom in exchange for an $896.1 million exchangeable loan, $200 million in cash, $1.44 billion in notes and other items (upon completion of the transaction, all of Liberty's interests in IDT United will be sold to New UnitedGlobalCom, Inc., in exchange for the assumption of Liberty's indebtedness to United and/or cash). IDT United initially said the tender offer would expire at midnight ET on Jan. 22, a deadline which was subsequently extended, and initially set midnight ET on Jan. 9 as the deadline for holders to be eligible to receive a payment for consenting to proposed indenture changes and to the termination of related pledge agreements. Tendering the notes is considered to be automatically granting consent. It initially set a purchase price of $250 per $1,000 principal amount at maturity, including s $20 per $1,000 consent fee for holders tendering their notes by the consent deadline. On Jan. 14, IDT United announced that it had increased the purchase price of the notes to $360 per $1000 principal amount at maturity, up from $250, and it eliminated the separate consent payment portion of the consideration for holders who had tendered by the Jan. 9 deadline. IDT United also said that it had amended the consent solicitation portion of the offer and was seeking consents from the noteholders to the waiver of any defaults or events of default under the notes' indenture or related pledge agreements, and to the waiver of compliance with pledge agreements and the provisions of the indenture scheduled to be deleted as a result of the consent solicitation. On January 18, it announced a higher purchase price for the notes of $400 per $1,000 principal amount at maturity (from $360 previously), and extended the offer to 5 p.m. ET on Feb. 1, subject to possible further extension. On Jan. 23, it said that the consent condition of the tender offer had been satisfied, with the tender, as of 5 p.m. ET on January 23 of $1,010,576,000 aggregate principal amount at maturity, plus consents to proposed indenture changes and approvals of waivers which it is seeking, which satisfied the condition of receipt of tenders and consents from the holders of at least two-thirds of the notes. Under terms of the offer, withdrawal rights have been eliminated. IDT United said the tender offer is conditioned upon the now-fulfilled condition of its receipt of valid tenders (not subsequently withdrawn) from the holders of at least two-thirds of the aggregate principal amount at maturity of the UnitedGlobalCom notes, and other conditions outlined in the offer documents. Salomon Smith Barney (800 558-3745) is the dealer manager and solicitation agent for the tender offer and related consent solicitation. Mellon Investor Services (888 788-1979) is the information agent and depositary for the offer.

RAILAMERICA, INC. (RRA) (B1/B+) said Jan. 18 that its wholly owned subsidiary, RAILAMERICA TRANSPORTATION CORP., had extended the consent solicitation portion of its previously announced tender offer for all of its outstanding 12 7/8% Series A and B senior subordinated notes due 2010, which includes a related solicitation of consents to certain proposed indenture amendments. The consent deadline (5 p.m. ET on Jan. 18) was extended to 5 p.m. ET on Feb. 4, to coincide with the expiration of the offer. AS PREVIOUSLY ANNOUNCED, RailAmerica, a Boca, Raton, Fla.-based operator of short line and regional freight railroads, said Jan. 4 that RailAmerica Transportation Corp. had begun the offer to purchase all $130 million of the outstanding 12 7/8% notes for cash, as well as the related consent solicitation. It initially set the consent deadline for Jan. 18 and set the tender offer expiration for Feb. 4, both subject to possible extension. It set the total consideration to be paid for notes tendered and consents delivered by the consent deadline at $1,100 per $1,000 principal amount, plus accrued and unpaid interest; the total consideration would consist of the tender offer consideration of $1,085 per $1,000 principal amount for notes delivered after the consent deadline but before the tender expiration (until the consent deadline as extended to coincide with the tender offer deadline), as well as a $15 per $1,000 consent payment. All holders are to also receive unpaid and accrued interest. RailAmerica said the offer is subject to several conditions, including the valid tender of a majority of the outstanding notes at the time outstanding and the valid delivery of the accompanying consents, the execution and delivery of a supplemental indenture incorporating the proposed indenture changes and the receipt by the company of net proceeds from a debt financing. UBS Warburg LLC (Call collect at 203 719-8035) is the dealer manager and solicitation agent for the offer and the solicitation, D.F. King & Co., Inc. (call collect at 212 269-5500 or toll-free at 800 628-8536) is the information agent.

CONSTELLATION BRANDS INC. (STZ) (Ba3/B+) was heard by high yield market syndicate sources on Jan. 17 to have sold $250 million of new 8 1/8% senior subordinated notes due 2012. The Fairport, N.Y.-based producer and marketer of alcoholic beverages said in a news release earlier that day that it intended to use a portion of the proceeds of the debt sale to redeem its $195 million of senior subordinated notes due 2003 (divided into two tranches of $130 million and $65 million). Constellation said it intends to redeem the notes at par plus accrued interest on or around Feb. 22, and will use the remaining note proceeds to reduce outstanding bank debt.

AZTECA HOLDINGS, SA de CV (B3/B-) said Jan. 16 that it had begun a tender offer for all of its $126 million remaining outstanding 11% senior secured notes, which are scheduled to mature on June 15 ($255 million of the notes were originally issued on June 18, 1977; approximately $129 million were exchanged into senior secured notes due 2005 in May, 2001). Azteca Holdings, the Mexico City-based controlling shareholder of 56%-owned TV AZTECA (TZA), a Mexican television station group owner, network operator and producer of Spanish-language TV programming, said the tender offer would expire at 5 p.m. ET on Jan. 29, subject to possible extension. Azteca Holdings is offering to buy the notes at $1,002.50 per $1,000 principal amount, and will also pay all accrued and unpaid interest on all validly tendered notes up to - but not including - the date of payment for the notes and all additional amounts imposed in respect of Mexican withholding taxes with respect to the consideration and accrued interest on the notes. Notes tendered pursuant to the offer to purchase may not be withdrawn. Azteca Holdings currently intends to redeem, at a redemption price of 100% of the face value of the notes, all notes not tendered under the tender offer, in accordance with the terms and conditions of the Indenture. It further said the tender offer is conditioned upon, among other things, obtaining funds sufficient to pay the aggregate consideration, accrued interest and additional amounts imposed in respect of Mexican withholding taxes. The company announced separately on Jan. 16 that it would sell $150 million of senior secured notes due 2003 and use the proceeds to fund the note repurchase its outstanding 2002 notes. High yield market sources said the bond issue would be lead-managed by Bear Stearns & Co. (877 696-2327), which is also serving as dealer manager for the tender offer. D.F. King, Inc. (banks and brokers call 212 269-5550; all others call 800-755-7250) is the information agent.

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