CORRECTIONS CORP. OF AMERICA (CXW) said on Friday (April 19) that it had begun a tender offer for any and all of its outstanding 12% senior notes due 2006, as well as a related consent solicitation aimed at gaining noteholder approval for eliminating certain indenture covenants and events that would cause a default of the notes. Corrections Corp. said that the consent solicitation would expire at 5 p.m. ET on April 29 and the tender offer would expire at 5 p.m. ET on May 16, both subject to possible extension. The company will purchase tendered notes at a cash purchase price of $1,100 per $1,000 principal amount of the notes, plus accrued and unpaid interest up to the payment date. That purchase price includes a consent payment of $30 per $1,000 principal amount, which will be paid only for those notes which are tendered by the April 29 consent deadline. Holders tendering notes after the consent date will not be paid the consent payment. Payment for notes tendered and accepted on by the consent deadline will be made promptly following the closing of Corrections Corp.'s upcoming debt offering and refinancing (described below). Payments for notes tendered and accepted after the consent deadline but before the offer expires will be made promptly following the expiration of the tender offer. Completion of the tender offer, and payment for tendered notes, is subject to the satisfaction or waiver of various conditions, including the receipt of more than 50% of the outstanding notes which will have been validly tendered and not subsequently validly withdrawn, by the consent deadline, and the condition that Corrections Corp. raise sufficient capital through a debt offering to refinance its existing senior secured credit facility and purchase the notes tendered and to pay any related costs and expenses. AS PREVIOUSLY ANNOUNCED, Corrections Corp. of America, a Nashville, Tenn.-based owner-operator of privatized correction and detention facilities - the largest such company in the U.S. - said on April 9 that it has obtained a commitment from Lehman Commercial Paper Inc. as administrative agent and from Lehman Brothers as exclusive advisor, sole lead arranger and sole book running manager, to provide the company with a new $695 million senior secured credit facility, and also said that it plans to sell $150 million of senior unsecured Rule 144A seven-year notes. Proceedds of the credit facility and the note offering would be used to repay existing debt. Lehman Brothers Inc. is acting as the sole dealer manager and solicitation agent for the tender offer and the consent solicitation (call Scott Macklin toll-free at 800 438-3242 or collect at 212 528-7581). The Information Agent is D.F. King & Co., Inc. (call 800 769-5414). The depositary is State Street Bank and Trust Company.

COINSTAR INC. (CSTR) said Friday (April 19) that it has notified the Bank of New York - the notes' trustee - of its intention to call the remaining $36 million of its 13% senior subordinated discount notes, effective May 21. The announcement of the upcoming redemption was concurrent with the company's announcement that it had secured a new $90 million senior secured credit facility via a banking group led by Bank of America NA and including US Bank, Silicon Valley Bank, Key Bank, and Comerica Bank. Coinstar plans to draw on its new credit facility on May 21, to pay off the high-yield notes and an existing $15.5 million senior loan. Assuming an average Libor rate of 2.5%, the company said this transaction is expected to result in net interest expense savings of approximately $1.6 million for the remainder of 2002. AS PREVIOUSLY ANNOUNCED, Coinnstar, a Bellevue, Wash.-based owner/operator of supermarket coin-counting machines, said on Dec. 3 that it had instructed the Bank of New York on Nov. 30 to call $10 million of the 13% notes on Dec. 31. As of October 1, the notes were callable at 108% of principal. The company said it believed the transaction would result in net interest expense savings of approximately $1 million annually, beginning in 2002. On Jan. 7, Coinstar said that it had completed the $10 million note call, which actually occurred on Jan.3 (rather than Dec. 31) at an 8% premium (i.e., a price of 108, or $1,080 per $1,000 principal amount). The company said that following the Jan. 3 redemption, $50.98 million of the notes remained outstanding. Coinstar said on Feb. 14 that it had given notice of its intention to call another $15 million of the remaining 13% notes to the Bank of New York. The company said the latest redemption would be effective on March 15 and would result in net interest expense savings of approximately $750,000 for the remainder of 2002. It said that owing to its "consistently strong financial results, expanding cash flow, and promising outlook," Coinstar was able to negotiate more flexible terms on its existing credit agreement, enabling the company to use its $15 million term loan to buy back an additional portion of its high yield notes. It called the note buyback an "intermediate step" and added that it continues to seek a larger commercial bank loan that would enable the company to retire the remaining $36 million of high yield notes. On March 15, Coinstar retired the $15 million of the notes, as previously announced, at a price of 108% of par.

PRIME HOSPITALITY CORP. (PDQ) (B/B+) said on Wednesday (April 17) that it has begun a tender offer for all of its $190 million of outstanding 9¾% senior subordinated notes due 2007 and a related consent solicitation to gain approval for certain changes to the covenants contained in the notes' indenture. Prime said the consent solicitation portion of the offer will expire at 5 p.m. ET on April 29, and the tender offer will expire at midnight ET on May 14, both subject to possible extension. Noteholders may not tender their notes without delivering consents and may not deliver consents without tendering their notes. Holders who validly tender and deliver consents by the consent deadline will receive total consideration of $1,050 per $1,000 principal amount of notes, which includes a consent fee of $30 per $1,000 principal amount. Holders who validly tender their notes after the consent date will only receive the tender consideration and not the consent fee. Accrued interest will be paid on validly tendered notes which are accepted for payment. Prime said it intends to fund the tender offer with the net proceeds from its issuance earlier this week of $200 million of 8 3/8% senior subordinated notes due 2012, and from cash on hand. Settlement of the sale of these notes is expected to occur on April 29. Prime further indicated that it currently plans to call for the redemption of any notes not tendered in the tender offer at a redemption price of $1,048.75 per $1,000 principal amount. Bear, Stearns & Co. Inc. is the exclusive dealer manager and solicitation agent for the tender offer (call the Global Liability Management Group at 877 696-2327). D.F. King & Co., Inc. (call 800 549-6746) is the information agent. AS PREVIOUSLY ANNOUNCED, Prime Hospitality, a Fairfield, N.J. -based hotel operator, said on Tuesday (April 16) that it planned to sell refinance its 9¾% notes via a proposed Rule 144A offering of $200 million of 10-year senior subordinated notes and a subsequent tender offer. Prime said it would plan to call for redemption any notes not tendered. Syndicate sources said later that day that Prime had in fact sold $200 million of new 8 3/8% senior subordinated notes due 2012 at par.

ICN PHARMACEUTICALS, INC. (ICN) (Ba3/BB) said Wednesday (April 17) that it had accepted for payment all of its outstanding 8¾% Series B senior notes due 2008 under its previously announced tender offer and consent solicitation, which expired as scheduled at 11 a.m. ET on April 17 without further extension. ICN said it deposited funds with the trustee for the notes in an amount sufficient to pay the total consideration required under the terms of the tender offer and consent solicitation. ICN further announced that it had completed the sale of 26 million shares of common stock of its subsidiary, Ribapharm Inc. (RNA) under a previously announced underwritten initial public offering which raised $260 million; completion of the IPO - the second largest such offering in the 20-year history of biotechnology - was one of the conditions to the successful completion of the tender offer. AS PREVIOUSLY ANNOUNCED, ICN, a Costa Mesa, Calif.-based pharmaceuticals maker, said Nov. 16 that it had informed a major shareholder (Swiss-based financier Tito Tettamanti) in a letter that its restructuring plans are on track, including its strategies for cutting debt. In the letter, ICN Chairman Milan Panic said that the company had raised $525 million through the recent sale of convertible notes, allowing it to repurchase $303 million in debt, "largely alleviating a major economic obstacle to our company restructuring." The company did not give a breakdown which issues of its debt were repurchased. On Dec. 21, the company said it had completed an exchange offer for its outstanding $194.6 million of 8¾% senior notes due 2008, which had been issued in a private placement. That exchange offer had not been previously publicly announced. ICN said that 100% of the notes had been exchanged for publicly tradable series B senior notes carrying the same 8¾% coupon and maturity. It said that it expected to begin a tender offer process for the exchanged notes in 2002, as part of the previously announced reorganization effort, which it said remained in place and on track. On Feb. 21, ICN said that it had begun a cash tender offer and consent solicitation for all of the company's $194.611 million of outstanding 8¾% Series B senior notes due 2008, as part of the previously announced restructuring plan, including a pending initial public offering of a minority interest in Ribapharm. It said the tender offer would be conditioned upon the completion of the Ribapharm offering and initially said it would expire at noon ET on March 21, which was subsequently extended, while the consent solicitation portion would expire at noon ET on March 7, subject to possible extension. ICN said the total consideration to be paid for each validly tendered note and properly delivered consent would be based upon a 50-basis point fixed spread over the yield to maturity on the reference security, the 4.75% US Treasury notes due Nov. 15, 2008. The purchase price would be set no later than two full business days prior to the expiration of the offer (the pricing date was originally expected to be March 19, but was subsequently extended along with the tender offer expiration deadline). ICN said the total consideration would include a $20 per $1,000 principal amount consent payment for those holders consenting to proposed indenture changes (which would eliminate substantially all of the restrictive covenants contained in the notes' indenture as well as certain events of default) by tendering their notes by the consent deadline. Holders tendering their notes would be required to consent to the proposed amendments. It said the consent of holders of a majority of the outstanding notes would be required for the proposed amendments to become effective, but the proposed amendments would not become operative until the notes are purchased pursuant to the offer. Holders tendering their notes after the consent date will not be entitled to receive the consent fee. On March 7, ICN said that it had received the requisite amount of tenders and consents to the proposed indenture changes from the holders of its 8¾% notes. As of the now-passed consent deadline of March 7, it had received tenders and consents from the holders of $194.389 million of the notes, or approximately 99% of the outstanding amount. It said that sufficient consents had been delivered to allow a supplement to the indenture incorporating the proposed changes to be executed. ICN Pharmaceuticals said March 19 that it had that it had extended the expiration time for its previously announced tender offer for all of its outstanding 8¾% notes until 12 noon ET on April 8, subject to possible further extension, from the previous March 21 deadline. As a result of the extension, the date on which the tender offer price is to be determined has been pushed back to 12 noon ET on April 3 (the third business day immediately preceding the revised expiration time), subject to possible further extension. Noting that the company's obligation to accept for payment, and to pay for, any notes tendered remained subject to certain conditions, including the completion of the Ribapharm IPO, ICN said that it intended, if necessary, to further extend the tender offer so that its expiration occurs at the same time as the completion of the Ribapharm offering. On April 3, ICN said it had further extended its tender offer, until noon ET on April 16. ICN said it might further extend the tender if necessary until completion of the Ribapharm IPO. ICN also said that as of April 2 it had successfully received tenders and consents from holders of $194.611 million principal amount of the 8¾% notes, all of the outstanding principal. Because of the extension, the price determination date for the tender would be extended to noon ET on April 11. On April 12, ICN announced that it had set the consideration at $1,182.18 per $1,000 principal amount, including the $20 per $1,000 principal amount consent fee, and that it would pay accrued interest of $37.19 per note. It also once again extended the expiration deadline for the offering to 11 a.m. ET on April 17. UBS Warburg LLC (contact Ralph Cimmino or David Knutson at 888 722-9555 or 203 719-8035 or 203 719-1575) was the dealer manager for the tender offer and the solicitation agent for the consent solicitation. Morrow & Co. Inc. in New York (call 212 754-8000 or 800 654-2468) was the information agent for the offer.

AZURIX CORP. said on Wednesday (April 17) that it has extended the consent deadline of its previously announced tender offer and the related consent solicitation for its dollar-denominated 10 3/8% Series B senior notes due 2007 and 10¾% Series B senior notes due 2010. The consent period, which was scheduled to expire on April 17, will now expire at 5 p.m. ET on April 19. AS PREVIOUSLY ANNOUNCED, Azurix - a Houston-based water utility wholly owned by Enron Corp. - said on April 2 that it had begun on April 1 a cash tender offer for the dollar-denominated 10 3/8% and 10¾% notes, as well as its outstanding sterling-denominated 10 3/8% Series A and Series B senior notes due 2007, plus a related solicitation of consents to proposed indenture changes. Azurix said the tender offer was undertaken in conjunction with its sale of Wessex Water Ltd. to a subsidiary of YTL Power International Bhd. Azurix is soliciting consents from the holders of these notes to amendments to the indenture governing these notes to permit the sale of Wessex without complying with the existing provisions and to eliminate certain covenants, restrictions and events of default, and a waiver of the timely filing of certain financial and other information. It set an expiration deadline for the offer at 5:00 p.m. ET on May 3, subject to possible extension, and initially set a consent deadline of 5 p.m. ET on April 15, which was subsequently extended. The company set a total purchase price for the notes of 88% of par (i.e., $880 per $1,000 principal amount, including a consent payment of 1.5% of par ($15 per $1,000 principal amount), plus accrued and unpaid interest to - but not including - the date of payment. The offer is conditioned on the registered holders of at least a majority of each series of the notes consenting to the proposed changes, with the Series A and Series B sterling-denominated notes together constituting one series. On April 15, Azurix announced that it had received tenders and consents from holders of a majority of its outstanding sterling-denominated 10 3/8% Series A and Series B notes. Azurix said that it had not yet received tenders and consents from holders of a majority of the holders of its dollar-denominated 10 3/8% and 10¾% notes, and was therefore extending the consent deadline to 5 p.m. ET on April 17, which was subsequently further extended. The tender offer deadline remained unchanged. Azurix also confirmed that its corporate parent, Enron Corp., had filed a motion with the United States Bankruptcy Court before which its chapter 11 proceeding is pending, to approve votes by its subsidiaries and employees in favor of Azurix's proposed sale of Wessex Water Ltd. A hearing on this motion is scheduled for May 2. Salomon Smith Barney (call 800 558-3745) is acting as dealer manager of the tender offer. Mellon Investor Services (call 866 293-6625) is the information agent.

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