Carter's to repay $61.3 million of William Carter notes

New York, Oct. 1 - Carter's, Inc. said it plans to redeem $61.3 million principal amount of the 10 7/8% senior subordinated notes due 2011 issued by its William Carter Co. operating subsidiary using proceeds of its initial public offering.

The redemption is expected to need approximately $68.0 million of cash to cover the redemption price of 110.875% of par plus accrued interest.

The Atlanta marketer of baby and young children's clothing expects to raise $68.5 million of proceeds in the IPO, based on 4,687,500 shares at an assumed price of $16.00. The IPO also includes 1,562,500 shares to be sold by selling shareholders.

If the greenshoe of 703,125 shares from Carter's and 234,375 shares from the selling holders is exercised, the proceeds to the company will rise by an estimated $10.4 million. In that case, the company will use $8.4 million to repay $4.2 million of credit facility borrowings under its terms. The facility includes a $118.0 million term loan and a $75.0 million revolving loan facility. The term loan matures Sept. 30, 2008 and carries interest at Libor plus 225 to 275 basis points.

Carter's filed the latest amendment to the IPO with the Securities and Exchange Commission on Wednesday. Goldman, Sachs & Co. is bookrunner for the stock sale.

Actuant repurchased some 13% notes

New York, Oct. 1 - Actuant Corp. (B2/B) said it has repurchased approximately $15 million principal amount of its 13% senior subordinated notes due 2009.

It said that it funded the repurchases from borrowings under its existing senior secured credit facility. Following the repurchases, approximately $95 million of the notes remain outstanding (the company originally issued $200 million of the notes in July 2000).

Actuant, a Milwaukee-based diversified industrial manufacturer, said that it had purchased the notes at a premium on the open market since the end of its fiscal year on Aug. 31.

Actuant said that the note buybacks will result in a charge of approximately $4.4 million in the first quarter of fiscal 2004, representing the combination of premiums paid above face value for the notes, fees and expenses, and the non-cash write-off of a portion of capitalized debt issuance costs.

Actuant, in announcing its fourth-quarter and fiscal year results, said that its net debt (total debt less cash) decreased to approximately $165 million as of Aug. 31, due to strong earnings and working capital reductions. Total debt has declined by more than $280 million over the 37 months since the company was spun off as an independent entity in 2000.

Hines Horticulture completes refinancing, plans 12¾% note redemption

New York, Oct. 1 - Hines Horticulture Inc. announced the closing of its previously announced refinancing plan, which included the issuance by its wholly owned Hines Nurseries Inc. (B3/B) subsidiary of $175 million principal amount of new 10¼% senior notes due 2011 and a new $185 million senior credit facility.

Hines, an Irvine, Calif.-based nursery operator, said that net proceeds from the refinancing are being used to refinance all borrowings under Hines Nurseries' existing credit facility, and to redeem all of Hines Nurseries' outstanding 12¾% senior subordinated notes due 2005.

Hines gave no timeframe for the expected redemption of the 12¾% notes.

Hanger Orthopedic extends expiration for 11¼% notes tender offer

New York, Oct. 1 - Hanger Orthopedic Group, Inc. (B2/B-) said it has extended the expiration deadline on its previously announced tender offer for its 11¼% senior subordinated notes due 2009 to 5 p.m. ET on Oct. 3, subject to possible further extension, from the originally announced deadline of 5 p.m. ET on Oct. 1.

Hanger said that the tender offer and related consent solicitation was extended solely to coincide with the closing of new bank financing, which is expected on Oct. 3.

Hanger did not extend the tender offer's consent deadline, which expired as scheduled at 5 p.m. ET on Sept. 23, without further extension.

It said that as of 5 p.m. ET on Sept. 30, noteholders had tendered $134.438 million aggregate principal amount of the notes and had not withdrawn them, so that other than expiration of the tender offer, all of the previously announced conditions to the tender have been satisfied.

As previously announced, Hanger, a Bethesda, Md.-based provider of orthotic and prosthetic patient-care services, said on Sept. 2 that it was beginning a tender offer for any and all of its $150 million of outstanding 1¼% notes, and a related solicitation of noteholder consents to proposed indenture changes.

It initially set 5 p.m. ET on Sept. 15 as the consent deadline and said the tender offer would expire at 5 p.m. ET on Oct. 1 (both deadlines were subsequently extended).

The company was originally offering 110.5% of the principal amount for each note tendered, including a consent payment of 3% of the principal amount. It said that holders tendering after the consent deadline but before the offer expires would receive the tender price of 107.5% of the principal amount, but no consent payment. All tendering holders would additionally receive accrued and unpaid interest up to, but not including, the payment date.

On Sept. 15, Hanger increased the consent payment to 4% of the principal amount from the original 3% (effectively increasing the total consideration, though not the basic tender offer price).

The company said the tender offer would 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. Hanger intends to use the net proceeds from the loan 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).

Mohegan Tribal Gaming again extends consent solicitation

New York, Oct. 1 - The Mohegan Tribal Gaming Authority (Ba2/BB-) said that it has again extended its previously announced solicitation of consents to proposed indenture changes for its 8 1/8% senior notes due 2006, its 8 3/8% senior subordinated notes due 2011 and its 8% senior subordinated notes due 2012.

The consent solicitation, which had been scheduled to expire at 5 p.m. ET on Sept. 30, has been extended to 5 p.m. ET on Oct. 1, subject to possible further extension. All noteholders who previously delivered consents do not need to redeliver such consents or take any other action in response to this extension.

All other previously announced terms and conditions of the consent solicitation remain unchanged.

As previously announced, Mohegan Tribal Gaming Authority, an Uncasville, Conn.-based Indian gaming operator, said on Sept. 11 that it had begun soliciting consents to proposed indenture changes from the holders of its outstanding $200 million principal amount of 8 1/8% notes, its $150 million of 8 3/8% notes and its $250 million of 8% notes.

The Authority initially said the consent solicitation would expire at 5 p.m. ET on Sept. 23, although this was subsequently extended several times. It said the fee to be paid for each consent properly delivered and not revoked prior to expiration would be $5 in cash per $1,000 principal amount of notes.

Mohegan said that the aim of the consent solicitation was to make certain provisions contained in the indentures of the three series of notes conform to those in the indenture of its recently issued 6 3/8% senior subordinated notes due 2009 (Mohegan issued $330 million of the 6 3/8% notes in July). However, it twice subsequently elected to amend the solicitation, so that certain provisions of the indentures governing the three series of notes would continue to be more restrictive than the corresponding provisions of the indenture for the 6 3/8% notes.

The Authority said the proposed amendments generally require the consent of holders of a majority in aggregate principal amount of each series of outstanding notes.

Banc of America Securities LLC (call the High Yield Special Products group at 888 292-0070 or collect at 704 388-4813) and Citigroup Global Markets Inc. (call the Liability Management group at 800 558-3745 or collect at 212 723-6106) will be the solicitation agents. Global Bondholders Services Corp. is the information agent for the offer (call 866 470-4200 or collect at 212 430-3774).

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