Mohegan Authority gets 91% holder participation in 8 ¾% 09 notes tender offer, again extends consent period

New York, July 2 - The Mohegan Tribal Gaming Authority (Ba3/BB-) said that it had received sufficient consents from the holders of its 8 ¾% senior subordinated notes due 2009 to proposed indenture changes, and had extended the consent solicitation period of its previously announced tender offer for the notes to 5 p.m. ET on July 8, subject to possible further extension, from the old consent deadline of noon ET on July 2.

Mohegan said that as of the old consent deadline, holders had tendered $273.175 million aggregate principal amount of the notes, or approximately 91% of the total issued and outstanding principal amount, in the tender offer, thereby agreeing to the proposed indenture changes.

It said that a supplemental indenture incorporating these amendments has been executed, and the amendments will become operative when the tendered notes are accepted for payment. Mohegan said that it expected to pay for all of the notes submitted by the amended consent deadline on July 9.

The July 17 tender offer expiration deadline remains in effect and all other terms of the tender offer and consent solicitation remain unchanged.

As previously announced, Mohegan, an Indian tribe operator of the Mohegan Sun gaming resort in Uncasville, Conn., said on June 20 that it had begun a cash tender offer for any and all of its $300 million of outstanding 8 ¾% notes, and a related solicitation of noteholder consents to proposed indenture changes aimed at eliminating substantially all of the restrictive covenants in the indenture.

The authority initially set a consent deadline of 5 p.m. ET on June 30 (the consent period was subsequently extended), and said the tender offer would expire at 12 midnight ET on July 17, subject to possible extension.

Mohegan said that holders tendering their notes would be required to also consent to the proposed indenture amendments, and holders delivering consents would also have to tender their notes.

It said that assuming their notes are accepted for purchase, holders validly tendering their notes by the consent deadline would receive the total consideration of $1,077.50 per $1,000 principal amount of notes tendered, while holders validly tendering their notes after the consent deadline but prior to the offer expiration would receive consideration of $1,047.50 per $1,000 principal amount of notes (i.e., they would not receive the $30 per $1,000 principal amount consent payment). All tendering holders would receive accrued and unpaid interest up to, but not including, the payment date, in addition to their respective consideration.

The company said the tender offer would be subject to the satisfaction of certain conditions, including Mohegan's receipt of tenders of notes representing a majority of the outstanding principal amount, and the authority obtaining senior subordinated financing on acceptable terms in an amount sufficient to consummate the offer (high yield syndicate sources said that Mohegan successfully priced a $330 million offering of new 6 3/8% senior subordinated notes due 2009 on July 1).

On June 27, Mohegan said it would extend the tender offer's consent solicitation period, to give noteholders the opportunity to study the company's amended 10-K annual financial data filing with the Securities and Exchange Commission.

Mohegan said the consent deadline had been extended from 5 p.m. ET on June 30, to noon ET on July 2, subject to possible further extension, while the previously announced July 17 expiration deadline and all other original terms of the offer were unchanged.

The Authority noted in its announcement that on June 27, it had it had filed with the SEC an amendment to its 10-K Annual Report for the fiscal year ended Sept. 30, 2002. The amendment amends and restates in their entirety Item 6. "Selected Financial Data" and Exhibit 12.1 "Computation of Ratio of Earnings to Fixed Charges" in the annual report filing.

Banc of America Securities LLC (contact the High Yield Special Products group toll-free at 888-292-0070 or collect at 704-388-4813) and Citigroup Global Markets Inc. (contact the Liability Management group toll-free at 800- 558-3745 or collect at 212-723-6106) will act as dealer managers and solicitation agents in connection with the offer. Mellon Investor Services LLC (call 888- 867-6202) will be the information agent for the offer.

KinderCare plans to redeem 9 ½% 09 notes with refinancing proceeds

New York, July 2 - KinderCare Learning Centers, Inc. (B3) said that it plans to repurchase or redeem a portion of its 9 ½% senior subordinated notes due 2009, using up to approximately $37 million of the proceeds from the company's recently completed refinancing.

According to the company's most recent 10-Q quarterly filing with the Securities and Exchange Commission, as of March 7, KinderCare had approximately $290 million of the notes still outstanding from the $300 million that it issued in February 1997.

KinderCare, a Portland, Ore.-based nationwide operator of early childhood education and care centers, said that it had successfully completed a $300 million mortgage refinancing secured by 475 of its 1,268 centers and had obtained a new $125 million revolving credit facility secured by mortgages on 119 of its centers, to replace its existing revolving credit facility. Both the mortgage loan and the new revolving credit facility are scheduled to mature in July 2008.

Besides the redemption or repurchase of the 9 ½% notes, the company plans to use the refinancing proceeds to pay off approximately $145 million of loans outstanding under its existing $390 million term loan and revolving credit facility and approximately $98 million outstanding under the $100 million synthetic lease facility, both of which were scheduled to expire in February 2004.

Jacuzzi plans bond redemptions with new-deal proceeds

New York, July 2- Jacuzzi Brands Inc. (B3/B) said that it plans to use a portion of the proceeds of its recent sale of new senior secured notes and new credit facilities to redeem its 7 1/8% senior notes scheduled to come due on Oct. 15, its 11 ¼% senior notes due 2005 and its 7 ¼% senior notes due 2006.

The company - formerly known as USI American Holdings Inc. - said in its most recent 10-Q quarterly filing with the Securities and Exchange Commission that as of March 31, it had $11.6 million of the 7 1/8% notes still outstanding from the $250 million originally issued; it had $133.4 million of the 11 ¼% notes outstanding; and it had $69.8 million of the 7 ¼% notes still outstanding from the originally issued $125 million.

Jacuzzi Brands, a West Palm Beach, Fla.-maker of bathtubs and other plumbing products for bathroom and kitchen use, was heard by high yield syndicate sources to have sold $380 million new 9 5/8% senior secured notes due 2010 on June 30.

The company - which was concurrently arranging the new credit facilities with its bank lenders - said that the net proceeds from the sale of the new notes, together with initial borrowings under the new credit facilities, would be used to repay outstanding debt under its existing credit facilities as well as for the redemption of its established bond issues.

Baytex extends exchange offer for 10½% 11 notes

New York, July 2 - Baytex Energy Ltd. said that it had extended its previously announced offer to swap new debt for its outstanding 10½% senior subordinated notes due 2011.

That offer, which was to have expired at 5 p.m. ET on July 2, will now expire on July 8, subject to possible further extension.

The other previously outlined terms of the offer remain the same.

As previously announced, Baytex, a Calgary, Alberta-based energy operator, said on June 3 that it had begun its exchange offer for the $150 million of 10 ½% notes.

It initially set an early tender deadline of 5 p.m. ET on June 17 (this was subsequently waived) and said the offer would expire at 5 p.m. ET on July 2 (this was subsequently extended).

Baytex said that it was offering $1,200 of new 9 5/8% senior subordinated notes due 2010 per $1,000 principal amount of the existing notes, with $20 of that consideration considered a consent payment (at first, only holders tendering notes by the now-passed June 17 consent payment deadline were eligible; the deadline was subsequently waived, making all tendering noteholders eligible).

The company said the exchange would be subject to various conditions, including the now-fulfilled requirement that at least 75% of the outstanding principal amount of the existing notes be tendered.

Baytex further said that concurrently with the exchange, it would reorganize through a plan of arrangement, resulting in the formation of a new oil and gas trust and a new publicly traded exploration-focused company.

It said that on completion of the arrangement, shareholders of Baytex would receive one unit of the trust and one-third of a common share of the new publicly traded exploration-focused company. The new notes will contain covenants to facilitate the trust's proposed future distribution practices and the old notes will be amended as part of the exchange to permit the proposed reorganization.

The offering of the new notes in the exchange was being made only to qualified institutional buyers and non-U.S. persons located outside the U.S., as defined by Rule 144A and Regulation S of the Securities Act of 1933, as amended.

On June 18, Baytex said it had been advised by the offer's exchange agent that holders of approximately $148.805 million of the 10 ½% notes (about 99.2% of the outstanding notes) had tendered their notes by the previously announced consent payment deadline of 5 p.m. ET on June 17.

It said that all valid and unrevoked tenders of the existing notes made prior to the deadline had been accepted and had become irrevocable, with all withdrawal rights having terminated as of the deadline.

Packaged Ice to be bought out, 9 ¾% 05 notes eyed for redemption

New York, July 2 - Packaged Ice, Inc. (Caa3/B-) said that it was beginning a cash tender offer for all of its $255 million aggregate principal amount of outstanding 9 ¾% Series A and Series B senior notes due 2005, as well as a related solicitation of consents to proposed amendments to the notes' indentures that would eliminate substantially all restrictive covenants and certain event of default provisions.

The company set a consent deadline of 5 p.m. ET on July 16 and said the offer would expire at 5 p.m. ET on July 31, with both deadlines subject to possible extension.

Packaged Ice said that total consideration for any notes tendered prior to the consent deadline and accepted for purchase under the terms of the offer would be $1,025.63 per $1,000 principal amount of the notes, plus accrued and unpaid interest up to, but not including, the payment date for the notes. The total consideration would include a $1.25 per $1,000 principal amount consent payment for those holders tendering their notes and thus consenting to the amendments by the consent deadline.

Holders tending after the consent deadline will receive the total consideration minus the consent payment, and will also receive the unpaid and accrued interest on their notes.

The tender offer and consent solicitation will be conditioned upon completion of previously announced plans for a merger of Packaged Ice and several other entities as part of a recapitalization plan involving Trimaran Fund Management, L.L.C. and Bear Stearns Merchant Banking, as well as the receipt of adequate financing (as part of the plan Packaged Ice will obtain additional funds through borrowings under a new credit facility and through the issuance of a new series of Rule 144A senior subordinated notes, and/or a senior subordinated bridge loan. If the Merger is not consummated or adequate financing is not available to fund the Total Consideration, Packaged Ice will not be required to complete the tender offer and consent solicitation.

As previously announced, Packaged Ice, a Dallas-based manufacturer and distributor of packaged ice, said on May 13 that it had signed a definitive merger agreement with a new entity to be formed by Trimaran Capital Partners and Bear Stearns Merchant Banking, with the total value of the transaction put at $450 million.

The company said that under the terms of the agreement, its common shareholders would receive approximately $3.62 per share in cash if the transaction is closed on or before Sept. 15, subject to the company consummating the repurchase of its preferred Stock on agreed-upon terms; should the closing occur after Sept. 15, the shareholders will receive $3.50 per share.

The company said its outstanding 9 ¾% senior notes due 2005 and 10% preferred Stock would be redeemed upon closing of the merger.

Georgeson Shareholder (call toll-free at 800- 293-7319) will be the information agent. Credit Suisse First Boston LLC (call Liability Management Group toll-free at 800- 820-1653), Bear, Stearns & Co. Inc. (call the Global Liability Management Group, toll-free at 877-696-BEAR (696-2327); and CIBC World Markets Corp (contact Brian Perman toll-free at 800- 274-2746) will be the dealer managers for the offer and the solicitation.

KinderCare plans to redeem 9 ½% 09 notes with refinancing proceeds

New York, July 2 - KinderCare Learning Centers, Inc. (B3) said that it plans to repurchase or redeem a portion of its 9 ½% senior subordinated notes due 2009, using up to approximately $37 million of the proceeds from the company's recently completed refinancing.

According to the company's most recent 10-Q quarterly filing with the Securities and Exchange Commission, as of March 7, KinderCare had approximately $290 million of the notes still outstanding from the $300 million that it issued in February 1997.

KinderCare, a Portland, Ore.-based nationwide operator of early childhood education and care centers, said that it had successfully completed a $300 million mortgage refinancing secured by 475 of its 1,268 centers and had obtained a new $125 million revolving credit facility secured by mortgages on 119 of its centers, to replace its existing revolving credit facility. Both the mortgage loan and the new revolving credit facility are scheduled to mature in July 2008.

Besides the redemption or repurchase of the 9 ½% notes, the company plans to use the refinancing proceeds to pay off approximately $145 million of loans outstanding under its existing $390 million term loan and revolving credit facility and approximately $98 million outstanding under the $100 million synthetic lease facility, both of which were scheduled to expire in February 2004.

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