SUN INTERNATIONAL HOTELS LTD (SIH) (B2/BB) and its wholly owned subsidiary SUN INTERNATIONAL NORTH AMERICA, INC. said Wednesday (May 8) that they are beginning a cash tender offer to purchase any and all of their outstanding 9% senior subordinated notes due 2007, and are 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, a Paradise Island, Bahamas-based hotel and gaming resort operator, said the tender offer is scheduled to expire at midnight ET on June 4, while the consent solicitation will expire at 5 p.m. ET on May 20, with both deadlines subject to possible extension. Holders tendering their notes will be required to consent to the proposed amendments, and holders consenting to the proposed amendments will be required to tender their notes. Tenders of notes and deliveries of consents made at or before the consent deadline may be withdrawn or revoked at any time on or before that deadline, but not subsequently. Tenders of notes made after the consent deadline may be withdrawn at any time up until the expiration deadline.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, which is not revoked and which 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).

CHC HELICOPTER CORP. (FLYA) (B2/B) said Wednesday (May 8) that it has formally given notice that it intends to redeem 35% of its €145 million of outstanding 11.75% senior subordinated notes due 2007. The partial redemption is expected to be complete on May 28. The St. John's, Newfoundland-based provider of helicopter transportation services to the oil and gas industry said the 35% partial redemption is permitted under the notes' indenture from proceeds of a public equity offering. The company said the cost of the redemption is 111.75% of the notes' par value (i.e. €1,117.50 per €1,000 principal amount of notes, or a total of €56.7 million, including the redemption premium, CHC recently announced its completion of a Treasury offering of 4.2 million Class A subordinate voting shares at a price of $28.40 per voting share, and indicated it intended to use a portion of the proceeds to repay debt.

THE EARLE M. JORGENSEN CO. (B3/B+) said Tuesday (May 7) that it intends to offer $250 million of new 10-year senior secured debt securities in a private (Rule 144A offering, with the proceeds of the offering to be used to repay its existing 9½% senior notes due 2005, as well as repaying its term loan and paying a $25 dividend to its parent company, EARLE M. JORGENSEN HOLDING CO. INC. It is believed that Jorgensen, a Brea, Calif.-based metal products distributor, has approximately $105 million of the 9½% notes outstanding. Market sources said that the new notes offering is expected to be brought to market via joint book-running manager Credit Suisse First Boston, Deutsche Bank Securities and co-manager J.P. Morgan, with pricing expected late in the week of May 13 or early in the week of May 20.

ENCOMPASS SERVICES CORP. (ESR) (B2/B+) said on May 3 that the CUSIP number for its 10½% senior subordinated notes due 2009 issued in 1999 will be changed from CUSIP No. 120114AC7 to CUSIP No. 29255UAC8. The Houston-based provider of mechanical, electrical and janitorial services for commercial and residential buildings said that the Bank of New York, as trustee, will complete this mandatory exchange effective May 15. The CUSIP No. 29255UAC8 currently represents the 10½% exchange senior subordinated notes due 2009 issued in January by Encompass Services Corp. The 1999 notes were issued by Building One Services Corp., which later became Encompass Services Corp. under the terms of its merger with Group Maintenance America Corp. The 2002 notes are identical to the notes issued in 1999; however, because they were issued by different corporations, each was assigned a different CUSIP number. This mandatory exchange means the 1999 notes and the 2002 notes will trade under the same CUSIP number, resulting in greater convenience for current and future bondholders.

DELTA WOODSIDE INDUSTRIES INC. (DLW) (B3/B+) and its wholly-owned subsidiary DELTA MILLS, INC. said May 2 that their previously announced "modified Dutch auction" tender offer for a portion of its outstanding 9 5/8% senior notes due 2007 expired as scheduled at 5 p.m. ET on May 1, with no extension. The company said that as of the expiration date, a total principal amount of $34.996 million of notes was tendered by holders of the notes and accepted for payment by Delta Mills. The company said the "clearing price" was set at $525 per $1,000 principal amount. As a result, the company will pay a total of $18,372,900, plus accrued interest, to repurchase the notes. All holders who tendered their notes, including those holders who tendered notes at a price below the clearing price, will receive the Clearing Price for their notes. Settlement will take place on May 6. AS PREVIOUSLY ANNOUNCED: On April 3, Delta Mills announced a "modified Dutch auction" tender offer for some of its 9 5/8% senior notes due 2007. The Greenville, S.C.-based textile products company invited holders to submit offers to sell notes within a range of $500 to $540 per $1,000 principal amount. Holders whose notes were accepted for purchase would also receive accrued and unpaid interest upon consummation of the tender offer. The tender offer was scheduled to expire at 5:00 p.m. ET on May 1, subject to possible extension. The company said the tenders could be made or withdrawn at any time prior to the expiration date. Delta Mills said it would spend up to $23 million excluding accrued interest on the tender. Offers would be accepted, starting with the lowest, and continuing in order of increasing price until Delta Mills reaches the $23 million total spending level. Delta Mills said it would pay to all holders whose offers are accepted the highest price offer accepted. It said the offer would be funded from working capital and from funds available under Delta Mills' revolving credit facility. Banc of America Securities LLC (888 292-0070 or call collect 704 388-2842) was the dealer manager, The Bank of New York was the depositary and D.F. King & Co., Inc. (800 949-2583 or call collect 212 269-5550) was the information agent .

PRIME HOSPITALITY CORP. (PDQ) (B/B+) said April 30 that it had completed the previously announced issuance of $200 million new 8 3/8% senior subordinated notes due 2012, and also said that as of 5:00 p.m. ET on April 29 - the consent deadline under its previously announced tender offer for its outstanding 9¾% senior subordinated notes due 2007 and the related consent solicitation - it had received the requisite amount of tenders and consents required to eliminate or modify certain covenants and related provisions in the indenture governing those existing notes. Prime Hospitality said that as of the consent deadline, tenders and consents representing approximately 99.8% of the outstanding amount of the notes were received by the depositary and accepted for payment by Prime, which said it has paid the total consideration of $1,050 per $1,000 principal amount of notes which have been validly tendered by the consent deadline by delivery to the offer's depositary. Furthermore, Prime and the indenture trustee have executed a supplemental indenture containing certain amendments to the indenture, as described in the company's official Offer to Purchase and Consent Solicitation Statement. Prime paid for the notes which it purchased with the net proceeds of the newly issued 8 3/8% notes and cash on hand. The tender offer will meanwhile continue to its scheduled May 14 expiration deadline. AS PREVIOUSLY ANNOUNCED, Prime Hospitality, a Fairfield, N.J. -based hotel operator, said on Tuesday (April 16) that it planned to refinance its outstanding 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 also 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. On April 17, Prime Hospitality said that it had begun a tender offer for all of its $190 million of outstanding 9¾% notes 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 would expire at 5 p.m. ET on April 29, and the tender offer would expire at midnight ET on May 14, both subject to possible extension. It said that noteholders could not tender their notes without delivering consents and could not deliver consents without tendering their notes. Holders validly tendering and delivering consents by the consent deadline would 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 validly tendering their notes after the consent date would only receive the tender consideration (i.e. $1,020 per $1,000 principal amount) and not the consent fee. It said accrued interest would be paid on all validly tendered notes which are accepted for payment. Prime said it intended to fund the tender offer with the net proceeds from its issuance earlier that 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 was expected to occur on April 29. Prime further indicated its intention of calling for redemption 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 - 877 696-BEAR). D.F. King & Co., Inc. (call toll-free at 800 549-6746) is the information agent. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offer and consent solicitation.

GIANT INDUSTRIES, INC. (GI) (B2/B) said on April 26 that it planned to sell $200 million new 10-year senior subordinated notes in a Rule 144A private placement, with the proceeds of the note sale to be used to redeem all $100 million principal amount of its outstanding 9¾% senior subordinated notes due 2003, and to acquire a refinery in Yorktown, Va. Market sources said that the issue would be brought to market - with pricing expected Thursday (May 9) via book-running manager Banc of America Securities, joint lead manager BNP Paribas and co-manager Fleet Securities. AS PREVIOUSLY ANNOUNCED, Giant, a Scottsdale, Ariz. refiner and marketer of petroleum products, said on April 4 that it had successfully completed its solicitation of consents from the holders of its its $150 million of 9% senior subordinated notes due 2007, receiving approval from a majority of the principal amount of outstanding notes (Giant sought noteholder consent for amending the 9% notes' indenture so that GI could refinance its 9¾% notes with new senior subordinated debt before their maturity). Giant said it would make a consent payment to the 9% noteholders of $5 per $1,000 principal amount of the notes for which consent was given. Banc of America Securities LLC was the solicitation agent.

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