Nextel cut additional debt during quarter

Nextel Communications, Inc. (B3/B+) said on Wednesday (Aug. 14) that it has retired a further $733 million principal amount of debt and preferred securities since June 30. The company said in its second-quarter 10-Q filing with the Securities and Exchange Commission that the latest buybacks brought to $1.83 billion the total of debt and preferred securities retired so far this year. It said that the latest repurchases were of $507 million principal amount at maturity of notes with a book value of $500 million, and $226 million face amount of mandatorily redeemable preferred stock with a book value of $229 million. Nextel paid $205 million in cash and issued 33 million shares of class A common stock to buy back the securities. It said that it might make further repurchases.

AS PREVIOUSLY REPORTED, Nextel, a Reston, Va.-based wireless telecom operator, said on July 16 that as of June 30, it had retired nearly $1.1 billion in debt and mandatorily redeemable preferred stock in exchange for approximately 61 million newly issued shares of Class A Nextel common stock and approximately $295 million in cash. Nextel said as part of its second-quarter earnings release that since June 30, it had entered into agreements to repurchase approximately $400 million of debt in exchange for about $205 million in cash. The company said that this further reduction would result in a gain to be reflected in the third quarter results. Taken together, Nextel said, these negotiated transactions, totaling $1.5 billion in face amount, would allow Nextel to avoid about $2.5 billion in total future principal, interest, and dividend payments. Nextel did not specify which particular portion of its approximately $16 billion of debt was being taken out in the aforementioned transactions. The company further said that it might, from time to time, as it deems appropriate, enter into similar transactions "which in the aggregate may be material."

Western Wireless buys back 10½% '06 notes

Western Wireless Corp. (B3/BB) said on Tuesday (Aug. 13) that it had bought back approximately $17 million of its 10½% senior subordinated notes due 2006 and 2007 in open-market transactions during the second quarter. Western Wireless, a Bellevue, Wash.-based wireless communications company, said in a 10-Q filing with the Securities and Exchange Commission that it had bought back $12.95 million of its 10½% notes due 2006, leaving $187.05 million outstanding and that it had bought back $4 million of its 10½% notes due 2007 leaving $196 million outstanding.

Acterna again extends 9¾% '08 note tender offers

Acterna Corp. (Ca/CC) said Tuesday (Aug. 13) that its previously announced cash tender offers for up to $155 million (on a combined basis) of its outstanding 9¾ percent senior subordinated notes due 2008 expired as scheduled at 5 p.m. ET on Aug. 12 with no further extension. As of the close of business on Aug. 12, $149.57 million principal amount of the notes had been tendered, representing an aggregate purchase price of approximately $32.9 million. All notes validly tendered under terms of the tender offer by the expiration will be accepted for payment, with Acterna saying that it expected to close the tender offers on Wednesday (Aug. 14), 2002. Acterna also announced that the previously announced sale of its Airshow business to Rockwell Collins Inc. - a component to the company's overall restructuring - closed on Aug. 9, and that all conditions to the tender offers have been satisfied.

AS PREVIOUSLY ANNOUNCED, Acterna, a Germantown, Md.-based - communications test and management company, said on June 24 that along with its affiliate, it had begun cash tender offers for a total of up to $155 million of its outstanding 9¾% senior subordinated notes due 2008, which had been issued by its Acterna LLC subsidiary. The consideration for any notes tendered and accepted for payment under either of the tender offers will be $220 per $1,000 principal amount of notes tendered. Acterna, said the tender offers are not conditioned on the tender of any minimum principal amount of notes being tendered by their holders. Acterna said that the tender offers were being made by Acterna itself through its Acterna LLC subsidiary, and by its CD&R VI (Barbados), Ltd. affiliate, and would expire at midnight ET on July 22 (the deadline was subsequently extended). Payment for validly tendered notes not subsequently withdrawn will be made promptly following expiration of the offers. Acterna's own offer is for $109 million of the notes, while CD&R Barbados' offer is for $46 million of the notes, and is subject to a number of conditions set forth in the official Offers to Purchase, document, including the purchase by Acterna of the first $63 million of the notes which are tendered. Acterna's offer is subject to a number of conditions, including obtaining from its senior secured credit facility lenders consent to amend or waive certain provisions of that credit agreement. Acterna cautioned that it could offer no firm assurance that the consent sought by the company would be obtained on the terms sought on or before the expiration date of the tender offers, if at all. In connection with its offer, CD&R Barbados expects to agree with Acterna's senior secured credit agreement lenders to invest all cash interest received (on an after-tax basis), on the notes it purchases in the tender offer or otherwise which it will otherwise hold in new Acterna senior secured convertible notes.

Acterna said on July 15 that its senior secured credit facility lender group will permit the company to use $24 million to purchase a portion of the 9¾% notes. Acterna further announced that it had reached agreement with the lender group on an amendment to its credit agreement, with the lenders, among other things, to approve the sale of Acterna's Airshow business to Rockwell Collins and to consent to a change to certain financial covenants in the credit agreement upon consummation of the Airshow sale. Acterna said the amendment clears the way for the company to proceed with the tender offer for the bonds, and said the revised financial covenants would provide additional financial flexibility as the company works through "difficult industry conditions."

On July 23, Acterna said that it had extended the expiration date of the tender offers to midnight, ET on Aug. 5, subject to possible further extension, from the original deadline of midnight ET on July 22. At the close of business on July 22, some $89.014 million principal amount of the notes had been validly tendered, representing an aggregate purchase price under the terms of the tender offer of approximately $19.6 million.

On Aug. 6, Acterna said that it had again extended the expiration date of the tender offers to 5 p.m. ET on Aug. 12, subject to possible further extension, from Aug. 5 previously. As of the close of business on Aug. 5, some $153.32 million of the notes had been validly tendered, representing an aggregate purchase price of approximately $33.7 million. Miller Buckfire Lewis & Co. LLC (which took over the restructuring operations of Dresdner Kleinwort Wasserstein, Inc.) Was the exclusive dealer-manager (call Marc D. Puntus at 212 895-1819). MacKenzie Partners, Inc. (call 800 322-2885) was the information agent.

Anixter buys back 8% '03 notes, convertibles

Anixter International Inc. (Ba1/BBB-) said on Monday (Aug. 12) that since June 28, it had bought back $3.6 million of its 8% notes due 2003 and $50.4 million of its zero-coupon/7% convertible notes due 2020. Anixter, a Skokie, Ill.-based distributor of communication products that like businesses to digital networks, said in a 10-Q quarterly filing with the Securities and Exchange Commission that the latest repurchase of the notes and the convertible notes followed similar previous transactions.

During the 26 weeks ended June 28, the company retired $40.4 million of the 7% zero-coupon convertible notes and $7 million of the 8% senior notes. As a result, Anixter recorded an extraordinary loss of $0.02 per diluted share. It said that it may continue to pursue opportunities to repurchase outstanding debt securities, with the volume and timing to depend on market conditions.

Crown Cork & Seal makes further stock-for-debt swaps

Crown Cork & Seal Company Inc. (Ca/B-) said on Friday (Aug. 9) that as of the end of the second quarter, on June 30, it had outstanding some $2.443 billion of bond debt, including $234 million coming due on Sept. 1, $195 million coming due on April 15, 2003 and $395 million due on December 15, 2003. Those figures take into account the effect of private transaction exchanges of stock for debt during the quarter which brought the total face amount of the debt by $210 million.

In its 10-Q quarterly filing with the Securities and Exchange Commission, Crown Cork, a Philadelphia-based maker of packaging products, said that in July, subsequent to the end of the second quarter, it had exchanged further shares for debt, bringing the total bond debt amount down by $62 million to $2.381 billion. The total of outstanding bonds due on Sept. 1 was lowered to $212 million, a $22 million reduction; the amount due on April 15 was shaved to $193 million, a $1 million decline; and the amount due on Dec. 15, 2003 was cut to $393 million, a change of $2 million.

The company said in the filing that its wholly owned Constar International Inc. subsidiary had filed an S-1 registration statement with the SEC in May for a proposed initial public offering of its shares by Crown Cork & Seal and a debt offering. The proposed transaction would include a sale of between approximately 55% and 63% of Constar's shares and would also include the repayment of a $350 million note distributed by Constar to the Crown Cork to be paid upon the completion of the offering. The proceeds from the repayment of the note and the sale of Constar shares in the offering, if and when it is consummated, would first be used to repay an outstanding term loan and then to reduce Crown Cork's senior secured bank debt borrowings or to repay notes as they come due.

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