ISPAT INTERNATIONAL NV (IST) (B3/B+) said Wednesday (May 15) that its Mexican operating unit, Ispat Mexicana, SA de CV, commonly known as Imexsa, has extended its previously announced exchange offer for all of the outstanding 10 1/8% senior structured export certificates due 2003 of Imexsa Export Trust No. 96-1 to 5 p.m. ET on May 31, subject to possible further extension, from the previous expiration deadline of 5 p.m. ET on May 15. AS PREVIOUSLY ANNOUNCED: Ispat International, an international steel producer based in Rotterdam, the Netherlands, said on Jan. 25 that its Mexican operating subsidiary, Imexsa, had begun an exchange offer for all the outstanding 10 1/8% certificates issued by Imexsa Export Trust No. 96-1. The exchange offer was originally slated to expire at 5:00 p.m. ET, on Feb. 22, although this deadline was subsequently extended several times. Under the terms of the exchange offer, Imexsa offered to exchange its 10 1/8% senior notes due 2008 for the Imexsa export certificates. The senior notes will be fully and unconditionally guaranteed by Ispat on a senior unsecured basis. Ispat said the exchange offer is conditioned upon the holders of at least 95% of the Imexsa senior certificates having validly tendered them and not withdrawn them prior to the expiration date and upon the other terms and conditions set forth in Imexsa's official Offering Memorandum and Consent Solicitation Statement dated January 24. Ispat further said that Imexsa was soliciting consents from holders of the senior certificates to amend the agreements governing them. Holders tendering their senior certificates in the exchange offer must also deliver consents, which may not be withdrawn after the earlier of either a) the expiration date, or b) whenever the requisite consents required to amend the agreements governing the senior certificates are received. Dresdner Kleinwort Wasserstein (call 212 969-2700, ask for Mark Hootnick) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (call 800 847-4870, ask for Tom Lang) is the information agent for the exchange offer.

INTERNATIONAL GAME TECHNOLOGY (IGT) (Ba1/BBB-) said Tuesday (May 14) that it had bought back a total of $42.2 million of notes during April. The company said in a Securiities and Exchange Commission 10-Q filing that it had repurchased $17.2 million face value of its 8 3/8% senior notes due 2009 at an average price of 105, and had repurchased $25 million face value of wholly owned subsidiary ANCHOR GAMING's (Ba3/BB) 9 7/8% senior subordinated notes due 2008 at an average price of 111.75. AS PREVIOUSLY ANNOUNCED: Anchor Gaming, a Las Vegas-based maker of slot machines and other forms of gaming technology which was acquired by its Reno, Nev.-based rival IGT in December, said on Feb. 14 that it had completed its change-of-control offer to purchase all of its outstanding 9 7/8% notes at a price of 101% of the principal amount ($1,010 per $1,000 principal amount) plus accrued and unpaid interest up to the expiration of the order, but also said that as of the offer's expiration at 5 p.m. ET on Feb. 6, none of those notes had been tendered to the company under the offer, and no payments were made on the Feb. 11 payment date. Anchor's offer was triggered by its acquisition by IGT. The change-of-control offer had begun on Jan. 7, when details were sent to the noteholders, but no public announcement of the offer was made at the time the offer began. IGT's deal to acquire Anchor was completed on Dec. 31, 2001.

YOUNG BROADCASTING (YBTVA) (B2/BB-) said Tuesday (May 14) that it intends to make an offer to the holders of its outstanding senior and subordinated notes to redeem these securities at par plus accrued interest. Young outlined its intentions as it announced its first-quarter earnings results. The company cautioned that it could not definitely predict whether the offer would be accepted by the note holders. Young, a New York-based television station ownership group, plans to fund the note redemption from the proceeds of the recently announced $650 million sale of its Los Angeles television station, KCAL-TV, to Viacom Inc. Young said the Federal Communications Commission approved the transfer on May 4, and the company anticipates that the sale will be closed in the next few days. Assuming that all net proceeds are applied to reduce debt, the company's remaining outstanding borrowings will be approximately $610 million, all in the form of long-term notes.

BDK HOLDINGS, INC. said on Tuesday (May 14) that it had again extended the expiration time of its previously announced offer to exchange new 9% senior notes due 2007 and shares of its common stock, for all of its outstanding 8½% senior notes which came due on Feb. 13 to 5 p.m. ET on May 14, subject to possible further extension, from the previous scheduled deadline of 1:30 p.m. ET on May 14. As of May 13, a total of $18,603,311.98 of the notes, or approximately 55.12% of the outstanding principal amount of the 8½% notes, had been tendered in the exchange offer, unchanged from the amount which had been tendered as of May 10, the most up-to-date previous tally. BDK said the exchange offer remains subject to the conditions set forth in the original official Exchange Offer Statement and its subsequent amendment. AS PREVIOUSLY ANNOUNCED, Burbank, Calif.-based BDK Holdings said on Jan. 16 that it had begun an offer to exchange its new 9% senior notes and shares of its common stock, for all of its $33.75 million of outstanding 8½% senior notes, which were scheduled to mature on Feb. 13, although it said that the maturity deadline could be extended if noteholders agreed. The offer was originally scheduled to expire at 12 p.m. ET on Feb. 13, but was subsequently extended several times. BDK initially said that holders whose tenders of the existing notes were accepted would receive $307.89 principal amount of the new notes and a proportional amount of 777,000 shares of BDK common stock per $1,000 principal amount of the existing notes, although those terms were subsequently sweetened. It said the exchange offer would be conditioned upon receipt by BDK of tenders of at least 95% of the outstanding existing notes, its success in obtaining additional financing, and other customary conditions. On Feb. 13, BDK Holdings, besides extending the original expiration deadline, said that it was beginning a solicitation to each noteholder to agreements which would extend the maturity date of the 8½% senior notes and to defer certain interest payments until the planned extended maturity date, which would be the earliest of either a) April 15; OR b) the date of any default on the notes other than one based on the failure to pay principal or interest on or after Feb. 13; OR c) the date on which the credit facility of BDK's subsidiary terminates or expires, including any extensions; OR d) the date on which BDK Holdings makes payment of principal or interest on any of the 8½% notes. It said the extension solicitation would expire at midnight ET on March 13, subject to possible extension. As of Feb. 13, holders of at least 93% of the outstanding notes had indicated that they would sign extension agreements. BDK said it was in discussions with certain holders of the 8.5% notes on the terms and conditions of the exchange offer, which might lead to alteration of the amount and type of consideration the company would offer to the noteholders under the exchange offer. BDK said on March 4 that holders of approximately 86.7% of the notes had agreed to extend their maturity until the extended maturity date (the earliest of four possible options which had been previously announced). On April 1, BDK said that it had again extended its exchange offer, which had previously been extended to April 1, to new deadline of midnight ET on April 30, subject to possible further extension (and which was, in fact, subsequently extended again more than once). On April 25, BDK said that it had extended and had amended the terms of its previously announced offer to exchange new notes and stock for its existing 8½% senior notes, which were originally scheduled to have been repaid on Feb. BDK said that as a result of discussions between a special committee of its Board of Directors and certain holders of the existing BDK notes, BDK has decided to increase what it will offer for the existing notes. Noteholders are to be offered $324.77 principal amount of the new notes, $130 in liquidation preference of 13.5% cumulative redeemable senior preferred stock, plus a proportional amount of 777,000 shares of BDK common stock for each $1,000 principal amount of the existing notes tendered in the exchange offer. Holders of the existing notes who previously tendered them under the initial offer terms have the right to withdraw such previous tenders if they do not wish to participate in the exchange offer. However, once the existing notes have been tendered in the exchange Offer, as amended, they may not be withdrawn.

SEAGATE TECHNOLOGY INTERNATIONAL INC. (Ba2/BB+) said on Monday (May 13) that it had successfully completed its previously announced tender offer for its 12½% senior subordinated notes due 2007 and the related solicitation of noteholder consents to proposed indenture amendments. The tender offer expired as scheduled at 12 midnight ET on May 10, with no extension. As of the deadline, $210 million of the notes, or 100% of the outstanding principal amount, had been validly tendered under terms of the offer and not subsequently withdrawn. Seagate, which had initially set two categories for the consideration it would pay (i.e., total consideration, including the consent payment, for holders tendering by the now-expired consent deadline and the basic tender offer consideration, without the consent payment, for all those tending after that), said that it had agreed to make the consent payment available to all holders whose notes are accepted for payment pursuant to the tender offer. Accordingly, all holders will receive the total consideration of $1,240 for each $1,000 principal amount of their notes accepted for payment under the terms of the offer, plus accrued and unpaid interest up to, but not including the payment date. Seagate said it expected that payment of the purchase price, including the consent payment, plus the interest as outlined, would be made later in the day on May 13. AS PREVIOUSLY REPORTED: Seagate Technology International Inc., a Scotts Valley, Calif.-based maker of computer hard disk drives and storage media, said on April 15 that it was beginning a cash tender offer for any and all of its 12½% notes, as well as the related consent solicitation. Seagate set the consent deadline for the offer at 5 p.m. ET on April 24, with the expiration at midnight ET on May 10, both dates subject to possible extension. Seagate initially said it would pay total consideration of $1,210 per $1,000 principal amount of notes validly tendered and not subsequently properly withdrawn (which was subsequently raised). Total consideration would include a $40 per $1,000 principal amount tender payment for holders tendering their notes by the consent deadline, and thus consenting to the proposed indenture changes. It initially said that holders tendering after the consent deadline, but before the expiration deadline, would receive $1,170 per $1,000 principal amount as their consideration (which was subsequently raised), but would not receive the consent payment, with all tendering holders to additionally receive accrued and unpaid interest on their notes accepted for purchase up to, but not including, the payment date. Notes tendered by the consent deadline could be withdrawn at any time up to that deadline, but not afterward. Notes tendered after the consent deadline but on or before the expiration deadline could be withdrawn at any time on or prior to the expiration. The company said the proposed indenture amendments would apply to any and all notes not purchased under the offer. It said that holders desiring to tender their notes would also have to consent to the proposed amendments, and noteholders could not deliver consents without tendering the related notes. They could also not revoke their consents without also withdrawing the notes tendered pursuant to the offer. Seagate said the proposed amendments were aimed at (a) eliminating most of the restrictive covenants in the notes' indenture, including, without limitation, the covenants limiting the incurrence of indebtedness, restricted payments, transactions with affiliates, asset sales and dividend and other payment restrictions affecting subsidiaries; (b) eliminating limitations on mergers, consolidations; (c) eliminating certain events of default; and (d) modifying certain repurchase and defeasance provisions. Adoption of the proposed amendments would require the consent of holders of at least a majority of the outstanding Notes. Seagate said the tender offer and consent solicitation were being undertaken in connection with the repayment of all indebtedness outstanding under its existing credit agreement, dated Nov. 22, 2000, the termination of the existing credit agreement, and the closing, subject to the execution of definitive documentation, of a new credit facility or credit facilities by Seagate Technology HDD Holdings and Seagate Technology (US) Holdings, Inc., (affiliates of parent Seagate). The facility was being arranged by a bank group with JP Morgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and Morgan Stanley Senior Funding, Inc., as joint book managers and lead arrangers, and Morgan Stanley Senior Funding, Inc., as syndication agent; proceeds from facility would be used to refinance both the obligations outstanding under the notes and all the indebtedness outstanding under the current credit agreement. The tender offer was conditioned upon the receipt of the consents necessary to adopt the proposed amendments, and the amendments would only become operative if a majority of the outstanding aggregate principal amount of notes were tendered and the offer was completed. On April 25, Seagate announced that it had increased the tender offer consideration and total consideration it was willing to pay for the notes, and that it had extended the consent deadline to 5 p.m. ET on April 26, subject to possible further extension, from the initial April 24 deadline. The May 10 offer expiration deadline remained unchanged. The company said it would raise the tender offer consideration for the notes to $1,200 per $1,000 principal amount from $1,170 originally, and would likewise increase the total consideration (i.e., the tender offer consideration plus, for qualifying noteholders, the consent payment) to $1,240 per $1,000 principal amount, from the original $1,210. It said that holders of notes which had already been validly tendered and not withdrawn would be eligible to receive the increased consideration. The company made no change in the consent payment of $40 per $1,000 principal amount for qualifying noteholders (although, ultimately, Seagate decided to pay it to all noteholders). On April 29, Seagate said it had received the necessary tenders and consents to amend the indentures for the 12½% notes, as approximately $200 million in aggregate principal amount of notes out of the $210 million outstanding had been tendered as of 5 p.m. ET on April 26. The offer was also conditioned upon, among other things, the completion of the new credit facility and other financing. On May 2, high yield market sources said that Seagate, through its Seagate Technology HDD Holdings unit, had priced $400 million of new 8% Rule 144A senior notes due 2009 via joint book-running managers Morgan Stanley and JP Morgan and co-managers Credit Suisse First Boston, Merrill Lynch & Co. and Salomon Smith Barney. For the tender offer and consent solicitation, Morgan Stanley & Co. Inc. (call 877 445-0397) and J.P. Morgan Securities Inc. (call 800 245-8812) were the dealer managers; the information agent was MacKenzie Partners, Inc. (call 212 929-5500 or 800 322-2885). The depositary was The Bank of New York.

PREMCOR INC. (PCO) (Ba3/BB-) said Monday (May 13) that its PREMCOR USA INC. unit had bought back $50.1 million principal amount of its 11 ½% subordinated debentures due 2009 on May 9. The company said in a Securities and Exchange Commission filing that the purchase, at 105.75% of the notes' principal amount (i.e., at $1,057.50 per $1,000 principal amount), was expected to settle on May 14. That repurchase follows shortly after Premcor USA exchanged its 11½% preferred stock into those debentures. The company carried out that transaction on April 1. It said that the upcoming October interest payment on the debentures could be paid either in cash or paid in kind (i.e., through the issuance of new notes) ; from April 1, 2003 onwards, the payment will be in cash. AS PREVIOUSLY REPORTED: Premcor, an Old Greenwich, Conn.-based refiner and marketer of petroleum products (which formerly sold high yield debt under the names of its CLARK REFINING GROUP INC. and CLARK USA INC. subsidiaries, now known as THE PREMCOR REFINING GROUP INC. and Premcor USA Inc., respectively), said on Nov.15 that it had repurchased $57.8 million (face value) of its securities in the open market during the third quarter, and said it might buy back more in the future. Premcor said in an SEC filing that it had paid a total of $48.5 million total for a certain amount of Premcor Refining Group 9½% notes and Premcor USA 10 7/8% notes and 11% exchangeable preferred stock due 2009. The company gave no breakdown as to the precise amount of each series of security redeemed, or how much of each remained outstanding following the transactions. Premcor said it may purchase more of its debt securities in the future, depending on market conditions and what it is permitted to do under its covenant restrictions. On April 30, Premcor announced that it had increased the size of its initial public offering from 15 million shares to 18 million shares of common stock and priced the offering at $24 per share, and said its new common stock would begin trading that day on the New York Stock Exchange under the symbol "PCO". The IPO was lead-managed by Morgan Stanley as sole bookrunner. Credit Suisse First Boston was the co-lead manager, and Goldman, Sachs & Co., Salomon Smith Barney, Deutsche Bank Securities and Bear, Stearns & Co. Inc. were co-managers of the offering. On May 9, Premcor said that Premcor Refining Group called on May 3 for the redemption of its 9½% senior notes, due 2004. The notes will be redeemed at par on June 3. Premcor USA meantime had given notice on May 8 that it was calling for redemption its 10 7/8% senior notes due 2005. The notes will be redeemed on June 7, and will include a call premium of 3.625% (i.e., the notes will be redeemed at a price of $1,036.25 per $1,000 principal amount of notes). The company will use approximately $300 million of the proceeds from its IPO, which closed on May 3.

POLYMER GROUP, INC.(PGI) (Ca) said on Monday (May 13) that it May 13 had terminated its previously announced exchange offer for its outstanding 9% senior subordinated notes due 2007 and its 8¾% senior subordinated notes due 2008, effective immediately. The company said it would instruct the depository agent for the offer to return any notes which had been tendered for exchange to the respective tendering noteholders. In terminating the offer, which was to have expired on May 15, Polymer Group cited its announcement earlier Monday that the company had filed petitions with the U.S. Bankruptcy Court in Columbia, S.C. for a pre-negotiated Chapter 11 reorganization, and that the major elements of such a reorganization had the backing of its existing bank group and the holder of more than two-thirds of its outstanding bonds. The company envisions emerging from Chapter 11 during the 2002 third quarter. AS PREVIOUSLY ANNOUNCED, Polymer Group, a North Charleston, S.C.-based producer of non-woven textiles, said on March 15 that it would undertake a series of financial restructuring transactions, including an exchange offer for its outstanding 9% senior subordinated notes due 2007 and its 8¾% senior subordinated notes due 2008. Polymer Group initially said the offer would run through April 15, although this was later extended. The company said the $394.4 million of senior subordinated notes currently held by CSFB Global Opportunities Partners, LP, comprising 67% of the outstanding amount, would be exchanged for equity in the restructured PGI. The remaining notes would be subject to an exchange offer for new notes due 2008. Polymer Group said it was offering the holders of the remaining one-third of the outstanding notes the choice of either new 8½% senior subordinated notes due 2008 at the rate of $300 principal amount per $1,000 principal amount of the existing notes, OR new 9¾% senior subordinated discount notes due 2008 at the rate of $375 principal amount per $1,000 principal amount of the existing notes. It said that at maturity, the discount notes would have a principal amount of $678. It further said that there would be no separate payment for accrued interest, and that the exchange offer for the notes would be conditional on 95% of the notes not held by CSFB Global Opportunities Partners being tendered. Concurrently with the exchange, Polymer Group said it would run a consent solicitation to amend the note indentures, so that it would not have to make payments of accrued but unpaid interest on any of the existing notes not tendered. The company said that if the restructuring were successfully completed, CSFB Global Opportunities Partners - which in addition to converting its bond holdings into equity would also make a $50 million cash investment to reduce senior debt and provide a $25 million letter of credit to support amortizations of bank debt - would end up owning 87.5% of the company's equity, while existing shareholders would own 12.5%, all following a planned one-for-10 reverse stock split. Overall, the company said the transactions would cut its debt by $550 million. PGI also said it had been talking to its senior secured lenders and expressed the belief that it would be able to amend its credit facility, although it had not yet received a final commitment. On April 3, Polymer Group said that it had extended the exchange offer expiration until May from the previous April 15, in order to accommodate an agreement with petitioning creditors who had previously tried to force the company into an involuntary Chapter 11 status (those creditors agreed to allow the petiton to be dismissed and to continue negotiations with the company on the proposed restructuring). On April 16, Poymer Group, citing the extended exchange offer deadline - said it had changed the date of a special meeting of shareholders of record (as of March 25), at which the shareholders would be asked to approve a number of proposals to complete the proposed comprehensive financial restructuring. It set the special meeting date for May 24.

GRANITE BROADCASTING CORP. (GBTVK) (Ca/CCC-) said Friday (May 10) that it planned to begin a "modified Dutch auction" cash tender offer for up to 45,000 shares of its 12.75% cumulative exchangeable preferred stock. Granite said it expected to formally commence the offer on or before May 17, and said completion of the offer would be subject to certain conditions, which are to be described in the official Offer to Purchase. Granite Broadcasting said that under the "modified Dutch auction" procedure, holders of Shares would have the opportunity to tender some or all of their shares (each share having a $1,000 liquidation preference) at a price within a $590-to-$670 price range. The company said it would utilize no more than $30.15 million available from cash on hand and borrowings under its senior credit agreement to consummate the offer. Subject to the terms and conditions of the offer, Granite plans to accept tendered shares in the order of the lowest to the highest tender prices specified by tendering holders within the price range, and will select the single lowest price - which it will designate as the official "purchase price" - that will enable Granite to purchase 45,000 Shares, or any lesser number of shares that are properly tendered. Granite will pay the same price for all shares that are tendered at or below the purchase price that it finally selects, upon the terms and subject to the conditions of the offer, including the proration terms. In the event that more than 45,000 shares are tendered at or below the purchase price, Granite will accept for payment any such shares on a pro-rata basis from among such tendered shares. AS PREVIOUSLY ANNOUNCED, Granite, a New York-based television station operator said in an SEC filing on Dec. 19 that it had begun soliciting consents from the the holders of record (as of Dec. 13) of its 9 3/8% senior subordinated notes due 2005 to approve a proposed amendment to the notes' indenture to increase permissible borrowings under Granite's senior credit facility by $37 million. The company set Jan. 4 as the expiration deadline. On Jan. 7, Granite said that its consent solicitation terminated at 5 p.m. ET on Jan. 4, without extension. The company said in an 8K filing with the Securities and Exchange Commission that the consent solicitation expired without its conditions having been satisfied.

HMV GROUP PLC said on Friday (May 10) that it has determined the price on its pending offer to purchase any and all of its outstanding dollar-denominated 10¼% senior subordinated notes due 2008 and its sterling denominated 10 7/8% senior subordinated notes due 2008 (HMV, a Maidenhead, U.K.-based operator of an international chain of recorded music and video stores, began the tender offer and a related solicitation of noteholder consents to proposed indenture changes on April 16, the date of its official offering memo, but did not publicly announce the offer at that time). The company set total consideration for the sterling-denominated notes at £1,108.24 per £1,000 principal amount of the notes, plus accrued interest, based on a payment date of May 15 and a yield on the UK Gilt 8% due June, 2003 of 4.513%. Total consideration for the dollar-denominated notes was set at $1,121.90 per $1,000 principal amount, plus accrued interest, based on a May 15 payment date and a yield on the US Treasury 4.25% due May, 2003 of 2.384%. The total consideration includes a consent payment of £20 per £1,000 principal amount of the sterling notes and $20 per $1,000 principal amount of the dollar notes. Only those holders who validly tendered their notes and did not withdraw them, and who delivered the related consents on or prior to the now-passed consent deadline of 5 p.m. ET on May 2 will be eligible to receive the consent payment. Those holders who tendered their notes and delivered the related consents after the consent deadline, but before 5 pm ET on the expiration date, will be eligible to receive the purchase price for the sterling notes of £1,088.24 per £1,000 principal amount of sterling notes, plus accrued interest, or $1,101.90 per $1,000 per principal amount of the dollar notes, plus accrued interest, but they but will not be eligible to receive the consent payment. The total consideration and purchase price were calculated in accordance with the terms specified in the official Offer Statement and may be changed under the certain circumstances described in that document. As of 5 pm ET on May 9, 95.2% of the outstanding principal amount of the sterling notes and 99.6% of the outstanding principal amount of the dollar notes had been tendered under terms of the offer. HMV said that completion of the tender offer and consent solicitation would be subject to the satisfaction or waiver by the company of each of the terms and conditions to consummation as specified in the Offer Statement on or prior to the expiration date. UBS Warburg Ltd and Salomon Brothers International Limited are acting as joint dealer managers for the offer to purchase and the consent solicitation.

GIANT INDUSTRIES, INC. (GI) (B3/B) was heard by high yield syndicate sources on May 9 to have sold $200 million of new 11% senior subordinated notes due 2012 via book-running manager Banc of America Securities, joint lead manager BNP Paribas and co-manager Fleet Securities; proceeds of the offering were slated to redeem the company's outstanding 9 ¾% senior subordinated notes due 2003. AS PREVIOUSLY ANNOUNCED, Giant Industries, a Scottsdale, Ariz.-based refiner and marketer of petroleum products, said on April 4 that it had successfully completed its solicitation of consents from the holders of its its $150 million of 9% senior subordinated notes due 2007, receiving approval from a majority of the principal amount of outstanding notes (Giant sought noteholder consent for amending the 9% notes' indenture so that GI could refinance its 9¾% notes before their maturity with new senior subordinated debt). Giant said it would make a consent payment to the 9% noteholders of $5 per $1,000 principal amount of the notes for which consent was given. Banc of America Securities LLC was the solicitation agent. On April 26, Giant said that it planned to sell $200 million new 10-year senior subordinated notes in a Rule 144A private placement, with the proceeds of the note sale to be used to redeem all $100 million principal amount of its outstanding 9¾% notes, and to acquire a refinery in Yorktown, Va. Market sources said that the issue would be brought to market - with pricing expected Thursday (May 9) via book-running manager Banc of America Securities, joint lead manager BNP Paribas and co-manager Fleet Securities.

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