Delta Air Lines amends and extends exchange offer for 6.65% and 7.70% notes

New York, Aug. 13 - Delta Air Lines (B3/BB-) amended its previously announced offer to exchange new debt and cash for its outstanding 6.65% series C medium-term notes due 2004 and new debt for its 7.70% senior notes due 2005. It also extended the withdrawal deadline and expiration deadline of the offer.

Delta said it was changing the consideration it is offering holders of the 6.65% notes to $409.50 principal amount of new 10% senior notes due 2008 and $650 in cash per $1,000 principal amount of existing notes tendered and the consideration being offered for the 7.70% notes to $1,120 in principal amount of new notes per $1,000 principal amount of existing notes.

Delta said that accordingly, it has extended the expiration of the exchange offer to 5 p.m. ET on Aug. 27 from the originally announced 5 p.m. ET on Aug. 25, and was also extended the deadline by which holders could withdraw already tendered notes to 5 p.m. ET on Aug. 20 from the originally announced 5 p.m. ET on Aug. 8. Both of the new deadlines are subject to possible further extension.

The airline said that all other previously announced terms and conditions of the offer were unchanged.

It added that as of Aug. 12, an aggregate principal amount of approximately $24.846 million of the 6.65% notes and $89.77 million of the 7.70% notes had been tendered in the exchange offer and not withdrawn. Holders who have already tendered their notes are not required to deliver any further documentation or take any other action in order to receive the amended consideration.

As previously announced, Delta , an Atlanta-based airline company, outlined plans on July 25 for an exchange offer for its $300 million outstanding principal amount of 6.65% notes and its $500 million outstanding principal amount of 7.70% notes.

Delta initially set an early tender date of 5 p.m. ET on Aug. 8, and said the exchange offer would expire at 5 p.m. ET on Aug. 25; the latter deadline was subsequently extended.

It initially said that it would exchange $545 principal amount of its new 10% senior notes due 2008 per $1,000 principal amount of the existing 6.65% notes tendered by the early tender deadline, plus $500 cash, and would offer $525 principal amount of new notes plus $500 cash per $1,000 principal amount of existing notes tendered after the early tender deadline (the consideration was subsequently amended).

Delta also initially said it would offer $1,040 principal amount of the new notes per $1,000 principal amount of the existing 7.70% notes tendered by the early tender deadline, and would offer $1,020 principal amount of the new notes per $1,000 principal amount of notes tendered after the early tender deadline (the consideration was subsequently amended).

Delta said that the exchange offer would be subject to customary conditions, including the receipt by the company of valid and unwithdrawn tenders of the existing notes that would result in issuance of at least $200 million in aggregate principal amount of the new notes.

The company initially said that tenders of outstanding existing notes could be withdrawn at any time on or prior to the withdrawal deadline of 5 p.m. ET on Aug. 8, the early tender deadline; the withdrawal deadline was subsequently extended.

Alliance Gaming starts tender offer for 10% notes

New York, Aug. 13 - Alliance Gaming Corp. announced a cash tender offer and consent solicitation for its $150 million outstanding 10% senior subordinated notes due 2007.

The company is offering $1,035.83 per $1,000 principal amount for notes tendered by the consent deadline of 5.00 p.m. ET on Aug. 26. The sum includes a $20 per $1,000 principal amount consent payment.

Holders who tender after that date but before the tender expires at midnight ET on Sept. 10 will receive $1,015.83 per $1,000 in principal amount of notes.

In both cases holders will receive accrued interest up to but excluding the purchase date.

Under the consent solicitation, Alliance Gaming is soliciting approval for amendments to the note indenture that would, among other things, eliminate substantially all of the restrictive covenants.

The Las Vegas gaming company said the offer is subject to conditions including its ability to put in place a new $375 million credit facility to refinance its existing indebtedness.

CIBC World Markets Corp. (contact: Brian Perman, 212 885-4489) is the dealer manager for the tender offer and consent solicitation and Innisfree M&A Inc. (888 750-5834) is the information agent.

Weight Watchers sets prices in tender offer

New York, Aug. 13 - Weight Watchers International, Inc. announced the purchase price in its cash tender offer and consent solicitation for all its $150 million 13% senior subordinated notes due 2009 and €100 million 13% senior subordinated notes due 2009.

The company will pay $1,209.24 per $1,000 principal amount of the dollar notes and €1,197.82 per €1,000 for the euro notes.

The Woodbury, N.Y. weight loss services company set the offer price according to a formula.

For the dollar notes, Weight Watchers is paying an amount based on a formula using 100 basis points over the yield of the 2.125% Treasury due Oct. 31, 2004 less $20 per $1,000 principal amount. The formula assumes the notes would otherwise be redeemed at $1,065 per $1,000 principal amount at their first call on Oct. 1, 2004. The Treasury yield was 1.407%.

For the euro notes, Weight Watchers is paying an amount based on a formula using 100 basis points over the yield of the 4.25% Bundesobligation #133 due Nov. 26, 2004 less €20 per €1,000 principal amount. The formula assumes the notes would otherwise be redeemed at €1,065 per €1,000 principal amount at their first call on Oct. 1, 2004. The Bund yield was 2.325%.

The offer expires at 5.00 p.m. ET on Aug. 18.

Holders will receive accrued interest up to but not including the payment date.

Weight Watchers is also soliciting consents to eliminate substantially all the restrictive covenants and certain default provisions in the note indentures.

Holders who deliver consents by 5.00 p.m. ET on Aug. 1 will receive an additional either $20 per $1,000 principal amount or €20 per €1,000.

Weight Watchers said it will fund the tender with cash on hand and additional borrowings under its existing credit facility, which is being amended and restated in connection with the transaction.

Holders who tender must consent to the amendments and consents may not be delivered without tendering.

Credit Suisse First Boston LLC (212 538-4807 or 800 820-1653 (toll-free) or +44 207 883-5423 (outside U.S.)) and Merrill Lynch & Co. (212 449-4914 or 888 654-8637 (toll-free)) are the dealer managers and solicitation agents for the tender offer and consent solicitation. The information agent is D.F. King & Co., Inc. (212 269-5550 or 800 347-4750 (toll-free)).

Varsity Brands starts tender for 10½% notes

New York, Aug. 13 - Varsity Brands, Inc. announced a cash tender offer for all its outstanding 10½% senior notes due 2007.

The Memphis, Tenn. cheerleading products company is offering to pay $1,037.50 per $1,000 principal amount of the notes.

The price includes a consent fee of 0.25% of the principal amount for holders who tender by the consent deadline of 5.00 p.m. ET on Aug. 26 unless extended.

The tender expires at 5.00 p.m. ET on Sept. 12.

In connection with the offer, Varsity Brands said it is seeking consents to certain proposed amendments to the note indenture.

The tender offer is being carried out in conjunction with the planned leveraged buyout of the company by a wholly-owned subsidiary of an affiliate of Leonard Green & Partners, LP together with members of the company's senior management.

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

Sonic Automotive calls 11% notes for redemption

New York, Aug. 13 - Sonic Automotive, Inc. (B2/B+) said that it was calling all its outstanding 11% senior subordinated notes due 2008 for redemption on Sept. 10 at a redemption price of $1,055 per $1,000 face amount plus accrued and unpaid interest through Sept. 9. The company said the redemption would be funded from the proceeds of Sonic's recently completed private offering of new 8 5/8% senior subordinated notes due 2013.

As previously announced, Sonic, a Charlotte, N.C. -based owner of auto dealerships, said on Aug. 4 that it planned to offer $200 million of new 10-year senior subordinated notes, with a portion of the proceeds from the new Rule 144A offering to be used to redeem in full all of the company's outstanding 11% notes, plus the redemption premium. Sonic issued $200 million of the 11% notes in July 1998, but did not say how many are currently outstanding. (On Aug. 7, high yield syndicate sources reported that Sonic had sold $200 million of the new 2013 notes).

Sonic said that new bond offering was expected to close in mid-August. It added that besides the redemption of the 11% notes, it also will use proceeds from the new deal to repay a portion of the company's existing revolving credit facility, which amounts may be reborrowed for general corporate purposes, including future acquisitions.

National Wine buys back $9.6 million 10 1/8% notes

New York, Aug. 13 - National Wine & Spirits, Inc. said it bought back $9.6 million of its 10 1/8% senior notes due 2009 during the three months ended June 30 and added that it may repurchase more.

The buybacks were at approximately 90% of face value plus accrued interest, the Indianapolis alcoholic beverage distributor said in a filing with the Securities and Exchange Commission.

Under terms of its revolving credit facility, National Wine can buy back up to $30 million of debt after March 31, 2003 as long as it retains $15 million of availability on the revolver after the transaction.

At June 30, the company had $2.0 million drawn on the $40 million revolver.

During fiscal 2004, National Wine said in the SEC filing that it will use the positive cash flow from the downsizing of Illinois operations, existing cash and its credit facility to fund operations and possible additional senior note repurchases.

At June 30, National Wine had $80.3 million remaining of the original $110 million of senior notes that were issued in 1999.

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