Hanger Orthopedic tenders for 11¼% notes

New York, Sept. 2 - Hanger Orthopedic Group, Inc. (B2/B-) said it was beginning a cash tender offer for any and all of its $150 million of outstanding 11¼% senior subordinated notes due 2009, and was also soliciting noteholder consents to proposed indenture changes.

Hanger Orthopedic, a Bethesda, Md.-based provider of orthotic and prosthetic patient-care services, set a consent deadline of 5 p.m. ET on Sept. 15, and said the offer would expire at 5 p.m. ET on Oct. 1, with both deadlines subject to possible extension.

The total consideration to be paid for each note validly tendered and accepted for payment prior to the consent deadline will be 110.5% of the principal amount, plus accrued and unpaid interest up to but not including the settlement date. The total includes a consent payment of 3% of the principal amount.

Holders tendering after the consent deadline but before the offer expires will receive 107.5% of the principal amount, plus accrued and unpaid interest up to but not including the payment date.

Tenders of notes made prior to the consent deadline may not be properly withdrawn, unless the company reduces the tender offer consideration or the consent payment or is otherwise required by law to permit withdrawal. Any notes tendered after the consent deadline may be properly withdrawn at any time until the scheduled expiration.

The tender offer will be conditioned upon the consummation of a new $150 million term loan, which is entirely prepayable and expected to have a lower interest rate than the debt it will replace. The company intends to use the net proceeds from such financing to fund the purchase of the senior subordinated notes pursuant to this tender offer.

Lehman Brothers Inc. is the dealer manager for the tender offer and solicitation agent for the consent solicitation (call the Liability Management Group at 800 438-3242 or collect at 212 528-7581). D.F. King & Co. Inc. is the information agent (888 567-1626.

Vintage Petroleum calls 8 5/8% notes

New York, Sept. 2 - Vintage Petroleum, Inc. (Ba3) said it had called for the redemption of all $100 million of its outstanding 8 5/8% senior subordinated notes due 2009.

Vintage, a Tulsa, Okla.-based independent energy exploration and production company, said the notes would be redeemed on Oct. 2, at a redemption price of 103.234% of the principal amount of the notes, plus accrued interest up to the redemption date.

Varsity Brands extends consent deadline for 10½% notes

New York, Sept. 2 - Varsity Brands, Inc. (B2/B-) said it was extending the consent deadline under its previously announced tender offer for its 10½% senior notes due 2007, to 5 p.m. ET on Sept. 2, subject to possible further extension, from the previous deadline at 5 p.m. ET on Aug. 29.

All other original terms and conditions of the tender offer and consent solicitation are unchanged. Holders who had previously tendered their securities under the offer do not need to take any further action as a result of this extension.

As previously announced, Varsity Brands, a Memphis, Tenn.-based cheerleading products company, said on Aug. 13 that was starting a cash tender offer for all of its outstanding 10½% notes (Standard & Poors said there were $115 million of the notes currently outstanding).

The company initially set a consent deadline of 5 p.m. ET on Aug. 26 and an expiration date of 5 p.m. ET on Sept. 12 (the deadlines were subsequently extended, the consent deadline as noted, while the offer will now expire at 12 midnight ET on Sept. 12.

It offered to pay $1,037.50 per $1,000 principal amount of notes tendered, which would include a consent fee of 0.25% of the principal amount for holders who tender by the consent deadline.

Payment for tendered securities would be made in same-day funds on the first business day following expiration of the offer, or as soon afterward as practicable.

Varsity Brands also said it was seeking consents to certain proposed amendments to the notes' indenture.

The company said the tender offer was being carried out in conjunction with the planned leveraged buyout of Varsity by a wholly-owned subsidiary of an affiliate of Leonard Green & Partners, LP, together with members of the company's senior management. Completion of the tender offer is conditioned upon, among other things, the consummation of the merger between Varsity Brands and VB Merger Corp., which was formed by Leonard Green & Partners for the purpose of acquiring majority ownership of Varsity.

Jefferies & Company, Inc. (800 933-6656) is dealer manager and information agent for the tender offer. The depositary is HSBC Bank USA.

Metrocall Holdings to redeem 30% of its 15% Series A preferred

New York, Sept. 2 - Metrocall Holdings, Inc. said that it has mailed notices of redemption to the holders of record (as of Aug. 28) of its 15% cumulative series A preferred stock, which had been issued in connection with its reorganization last October.

Metrocall, an Alexandria, Va.-based paging and wireless messaging company, said that it will redeem approximately 1,797,103 of the shares, or about 30% of the outstanding amount, on a pro-rata basis on Sept. 30.

The stock will be redeemed at a price of approximately $11.13 per share. This voluntary redemption of shares with an aggregate liquidation preference of $20 million will be completed using cash balances generated from operations.

After the redemption, Metrocall will have approximately 4.12 million shares of the Series A preferred outstanding, with an aggregate liquidation preference of approximately $46.7 million. The payment follows the retirement in full of approximately $81.5 million aggregate principal amount of Metrocall's long-term debt securities through June 30.

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