LodgeNet Entertainment tenders for 10¼% '06 notes

New York, June 3 -LodgeNet Entertainment Corp. (B1) has begun a cash tender offer and consent solicitation for all its $150 million outstanding principal amount of 10¼% senior notes due 2006.

The Sioux Falls, S.D. provider of interactive television and Internet access services to the lodging industry in the U.S., Canada and internationally set a consent deadline of 5 p.m. ET on June 11, and said the offer would expire at 12 midnight ET on June 30, with both deadlines subject to possible extension.

It said that total consideration to be paid for notes which are validly tendered and not withdrawn will be $1,026.88 per $1,000 principal amount of notes tendered, plus any accrued and unpaid interest on the notes up to, but not including, the date of payment.

That total consideration will include a $20 per $1,000 principal amount consent payment for those holders who tender their notes and validly deliver their consents to proposed indenture amendments prior to the consent date.

The company is seeking holder consent to indenture amendments that, among other things, would eliminate substantially all of the indenture's restrictive covenants and would amend certain other indenture provisions, including reduction of the notice period necessary for a redemption of the notes to three business days from the presently required 30 calendar days.

Adoption of the proposed amendments requires the consent of the holders of at least a majority of the principal amount of the notes outstanding. Holders who tender their notes will be required to also consent to the proposed amendments, and holders may not deliver consents to the proposed amendments without also tendering their notes in the tender offer.

Holders who tender their notes after the consent date will receive the total consideration minus the $20 consent payment, $1,006.88 per $1,000 principal amount, plus accrued and unpaid interest.

Notes validly tendered prior to the consent date may not be withdrawn and consents may not be revoked after the consent date. Notes tendered after the consent date may be withdrawn at any time before the expiration date of the tender offer.

The tender offer is conditioned upon, among other things, the receipt of consents necessary to adopt the proposed amendments and the completion by LodgeNet of certain related financing transactions (LodgeNet separately but concurrently announced that it plans to sell up to $185 million of senior subordinated notes pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission; LodgeNet expects to use substantially all of the net proceeds of the offering to repay outstanding indebtedness).

Bear, Stearns & Co. Inc. is acting as the exclusive dealer manager and solicitation agent for the tender offer and the consent solicitation (call the Global Liability Management Group at 877 696-2327 with any questions about the offer or the solicitation). D. F. King & Co., Inc. will be the information agent for the offer (call 212 269-5550 with any requests for documentation). The depositary for the tender offer is HSBC Bank USA.

IOS Capital tenders for 9 ¾% '04 notes

New York, June 3, 2003 - IKON Office Solutions (Ba1/BBB-) said that its IOS Capital, LLC U.S. leasing subsidiary is tendering for any and all of IOS Capital's outstanding $240.5 million of 9¾% notes due 2004 (effective June 15, the coupon interest rate rises to 10 ¾%).

IKON, a Valley Forge, Pa.-based provider of office equipment and business services, set 5 p.m. ET on June 9 as the early tender deadline and said the offer would expire at midnight ET on June 30, with both deadlines subject to possible extension.

The company said that total consideration for tendered notes would be determined by a formula based on a 75-basis point fixed spread over the yield on the reference security, which is the 2 7/8% U.S. Treasury Note due June 30, 2004, as of 2 p.m. ET on the price determination date.

The total consideration will include an early tender premium of $30 per $1,000 principal amount of notes tendered, payable only to holders tendering by the early tender deadline who do not subsequently withdraw their notes. Holders who validly tender their notes after the early tender deadline but before the offer expiration will receive the total consideration minus the early tender premium. All noteholders who validly tender their notes before the expiration deadline and do not subsequently withdraw them will additionally receive accrued and unpaid interest up to, but not including, the applicable settlement date.

IKON said that it intends to finance the tender offer with the net proceeds from a public offering of a new series of notes and cash on hand (IKON separately but concurrently announced a series of financing initiatives, including the tender offer and the notes offering and said that the tender offer and simultaneous notes offering would allow the company to satisfy certain early maturity provisions in its existing $300 million credit facility.

IKON further said that the successful completion of the tender offer, in addition to actions to repurchase non-finance subsidiary debt, is expected to negatively impact earnings per diluted share by between nine cents and 11 cents, which is expected to be recognized as a loss on the early extinguishment of debt in the third fiscal quarter ending June 30.

The company said that completion of the tender offer would be conditioned upon, among other things, the consummation by IKON/IOS of the offering of the new notes on terms and conditions satisfactory to the company at or before the tender offer expiration, and that the net proceeds of such an offering, together with cash on hand, would be sufficient to purchase all outstanding notes.

Lehman Brothers Inc. will to serve as Dealer Manager for the tender offer (contact Emily Shanks toll-free at 800 438-3242 or collect at 212 528-7581. D.F. King & Co., Inc. will serve as the information agent (call toll-free at 800 697-6975 or collect at 212 269-5550).

Beazer Homes to call 8 7/8% '08 notes with loan proceeds

New York, June 3 - Beazer Homes USA, Inc. (Ba2) said that it plans to use a portion of the net proceeds from its new term loan to redeem its 8 7/8% senior notes due 2008.

The Atlanta-based homebuilder said that under the optional redemption provisions of the notes' indenture, it plans to call those notes for redemption at a price of 104.438% of the principal amount, plus accrued interest.

The redemption of the 2008 notes is expected to be effective on June 20.

The company issued $100 million of the notes in March 1998, of which an undetermined amount currently remains outstanding.

Beazer concurrently announced that it has closed a $250 million four-year revolving credit facility due 2007 and a $200 million four-year term loan due 2007 (some of the proceeds of which will be used to fund the note redemption). The company reached accord with a group of banks, led by Bank One, NA as Agent and Banc One Capital Markets, Inc. as lead arranger and sole bookrunner.

The revolving credit facility renews and extends Beazer's existing $250 million revolving credit facility, which was set to expire in September, 2004. The term loan meantime replaces Beazer's $100 million term loan that was set to mature in December, 2004.

The company said the revolving credit facility and the term loan bear interest at a fluctuating rate based upon Libor or the corporate base rate of interest announced by Bank One.

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