WHX starts dutch auction tender for up to $123 million 10½% senior notes

New York, Nov. 19 - WHX Corp. announced a modified dutch auction tender offer and consent solicitation for up to $123 million principal amount of its outstanding 10½% senior notes due 2005.

WHX said it will accept offers of between $470 and $530 per $1,000 principal amount of the notes. The company will buy all notes at the single price high enough to enable it to buy $123 million principal of the notes.

At the low end of the range the purchase will cost WHX $57.81 million and $65.19 million at the high end. Noteholders will also receive accrued interest.

Finance will come from an agreement announced Monday with the Wheeling Downs Racing Association, Inc. Wheeling Downs will buy the 50% interest in Wheeling Downs owned by WHX's WHX Entertainment Corp. unit for $105 million in cash. WHX will see a gain of $89.2 million and will use net operating loss deductions to offset the tax liability.

At the mid-point of the price range, WHX said it would recognize extraordinary income of $53.8 million and will use net operating loss deductions to offset the tax liability.

Under the consent solicitation, WHX is seeking to modify the note indenture. There will be no separate consent payment and consents may not be delivered without tendering notes, the company said.

The tender is subject to a majority of the principal amount of the notes being tendered, the closing of the Wheeling Downs transaction and other conditions.

Expiry for the tender is midnight ET on Dec. 17 unless extended.

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