Pegasus extends tender offer

New York, Feb. 24 - Pegasus Communications Corp. (Ca/CCC-) said that its Pegasus Satellite Communications, Inc. subsidiary has extended its previously announced cash tender offer for up to $100 million principal amount of its debt securities maturing in 2005 through 2007.

The expiration date for the offer has been extended to midnight ET on March 1, subject to possible further extension, from the originally announced deadline of midnight ET on Feb. 23.

As of the old deadline, the company had received tenders from holders of $239.1 million principal amount of notes, consisting of $63.4 million of 9 5/8% senior notes due 2005, $98.7 million of 12 3/8% senior notes due 2006 and $77 million of 12½% senior notes due 2007.

In accordance with the pro ration rules for the offer, any tendered 9¾% senior notes due 2006 have been returned to holders.

As previously announced, Pegasus Communications said on Jan. 27 that Pegasus Satellite Communications, Inc. had offered to purchase for cash up to $100 million total principal amount of four specified series of outstanding notes maturing in 2005 through 2007 out of $428.372 million currently outstanding.

The company set a now-expired early tender deadline of 5 p.m. ET on Feb. 6 and initially said the offer would expire at midnight ET on Feb. 23, which was since extended.

Pegasus, a Bala Cynwyd, Pa.-based distributor of digital satellite television programming to rural markets and owner of a number of TV stations, said that holders tendering by the early consent deadline would receive a $30 per $1,000 principal amount early tender payment.

Pegasus established an order of priority for accepting tendered notes from among the four series covered by the offer.

It said that top priority would be its 9 5/8% senior notes due 2005, of which $80.591 million is currently outstanding. It offered $960 per $1,000 principal amount or, for those holders tendering notes before the early tender deadline, $990 per $1,000 principal amount.

- Second priority would be is its 12 3/8% senior notes due 2006, of which $158.205 million is currently outstanding. It offered $1,000 per $1,000 principal amount of notes or, for those holders tendering notes before the early tender deadline, $1,030 per $1,000 principal amount.

- Third priority would be its 12½% senior notes due 2007, of which $118.521 million is currently outstanding. It offered $1,000 per $1,000 principal amount or, for those holders tendering notes before the early tender deadline, $1,030 per $1,000 principal amount.

- Fourth priority would be its 9¾% senior notes due 2006, of which $71.055 million is currently outstanding. It offered $960 per $1,000 principal amount or, for those holders tendering notes before the early tender deadline, $990 per $1,000 principal amount.

Pegasus said it would accept tendered notes of each series according to the order of priority specified. All tendered notes of a higher priority would be accepted before any tendered notes of a lower priority. For a particular series of notes having some, but not all, tendered notes accepted, tenders would be accepted on a pro rata basis.

The company said that should the offer for any of the series of notes be oversubscribed, tenders of notes in that series would be subject to pro ration.

On Feb. 12, the company announced that the offer had been oversubscribed, with holders having tendered $280.3 million principal amount of notes as of 5 p.m. ET on that date, made up of $62.7 million of 9 5/8% senior notes due 2005, $92 million of 12 3/8% senior notes due 2006, $73.3 million of 12½% senior notes due 2007 and $52.2 million of 9¾% senior notes due 2006.

Pegasus said that because the offer was oversubscribed, tenders would be pro rated. It also said that it no longer plans to fund the tender with an add-on offering of 11¼% senior notes due 2010. But it said it does intend to close the tender, subject to satisfactory financing being obtained.

Pegasus said it will pay accrued interest up to, but not including, the settlement date on all validly tendered notes accepted for purchase.

Banc of America Securities is the dealer-manager for the offer (contact High Yield Special Products at 888 292-0070 or collect at 704 388-4813). The information agent is Global Bondholder Services Corp. (866 588-8700 or collect at 212 430-3774).

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