Lamar Media to sell bonds; proceeds to redeem 9 5/8% '06 notes

Lamar Media Corp. said on Friday (Dec. 13) that it plans to offer $260 million in senior subordinated notes in a private placement, subject to market and other conditions.

Lamar, a Baton Rouge, La.-based wholly-owned subsidiary of Lamar Advertising Co., said the net proceeds of the deal will be used, together with available cash, to redeem all of the $225 million of outstanding Lamar Media 9 5/8% senior subordinated notes due 2006.

AES completes exchange offer for '02, '03 notes

The AES Corp. (B3/B+) said on Thursday (Dec. 12) that it had completed its previously announced offer to exchange a combination of cash and new senior secured securities for up to $500 million of senior notes scheduled to come due in 2002 and 2003. AES indicated that the completion had come as part of the completion of its overall its $2.1 billion bank and bond refinancing, which in addition to the exchange offer also included a $1.6 billion senior secured credit facility.

AES said that the refinancing substantially eliminates all scheduled parent maturities at AES until November, 2004, improving the company's liquidity, reducing its debt service burden and enhancing its financial flexibility.

The exchange offer expired as scheduled at 12 noon ET on Thursday (Dec. 12), at which time approximately $240.013 million aggregate principal amount of its 8¾% senior notes due 2002, or 80% of the outstanding amount, and $173.889 million aggregate principal amount of its 7 3/8% Remarketable or Redeemable Securities due 2013 (ROARS), which are putable in 2003. AES accepted all bonds validly tendered in its exchange offer. AES is issuing approximately $258 million face amount of the new 10% senior secured notes due 2005, which the old notes were being exchanged for. It said the new senior secured notes would be issued and the other exchange offer consideration would be paid on Friday (Dec. 13).

AES concurrently announced that it had completed the previously announced $1.6 billion senior secured credit facility, comprised of a $350 million revolving credit facility, three tranches of term loans totaling approximately $1.2 billion, and a reimbursement agreement associated with a £52.5 million letter of credit.

AS PREVIOUSLY ANNOUNCED, AES, an Arlington, Va.-based global independent power producer said on Oct. 3 that it had begun an offer to exchange the cash and new debt for its $300 million of outstanding 2002 notes and its $200 million of outstanding ROARS, which are putable in 2003.

AES initially said it would exchange $500 in cash and $500 principal amount of a new issue of 10% senior secured notes due 2005 per $1,000 principal amount of the existing 2002 notes ( this mix was subsequently altered), and would exchange $1,000 principal amount of the new 10% notes per $1,000 principal amount of the ROARS. It additionally said it would pay an early tender bonus payment of $15 per $1,000 principal amount of the 2002 notes tendered and $5 per $1,000 principal amount of the ROARS tendered to holders tendering their notes prior to the early tender deadline (originally 5 p.m. ET on Oct. 25, which was subsequently first extended, then waived, then restored, then waived again) and not subsequently withdrawing such securities, assuming the exchange offer were to be consummated.

It said the exchange offer would expire at 5 p.m. ET on Nov. 8 (this deadline was subsequently extended a number of times). Tenders of the 2002 notes and the ROARs could be withdrawn at any time prior to the later of either the early tender deadline OR the time that AES would announce that it had received valid and unwithdrawn tenders representing at least 75% in aggregate principal amount of the 2002 notes and the ROARS on a combined basis (the minimum participation percentages were later changed). The company added that in no event would the latter time be later than the announced expiration date.

The company said that consummation of the exchange offer would be subject to a number of significant conditions, including (but not limited to) that it receive valid and unwithdrawn tenders representing at least 75% in aggregate outstanding principal amount of the 2002 notes and the ROARs on a combined basis; AES' concurrent entry into a new senior secured credit facility; the valid amendment of certain documentation executed in connection with the issuance of the ROARS in order to permit the completion of the exchange offer; and the absence of certain adverse legal and market developments.

AES said that the new senior secured notes being offered to the holders of the 2002 notes and the ROARS would be secured equally and ratably with all debt outstanding under the new senior secured credit facilities, by first-priority liens-subject to certain exceptions and permitted liens-on all of the capital stock of domestic subsidiaries owned directly by AES and 65% of the capital stock of certain foreign subsidiaries owned directly by AES and on certain inter-company receivables, inter-company notes and inter-company tax sharing agreements owed to AES by its subsidiaries. In addition, the new senior secured notes would be subject to a mandatory offer to repurchase with a portion of the net cash proceeds received from certain asset sales by AES.

The company said the offering of the new senior secured notes in the exchange offer was being made only to "qualified institutional buyers" and "persons other than a U.S. person" located outside the United States under the definitions contained in Rule 144A and Regulation S of the Securities Act of 1933, as amended.

AES further said that concurrently it was also launching a new multi-tranche $1.6 billion senior secured credit facility, which would be secured equally and ratably with the new senior secured notes. Consummation of the new senior secured facility would be subject to a number of conditions, including the completion of the exchange offer for the bonds and participation of all of its existing lenders.

On Oct. 28, AES said that it was extending the early tender deadline on its offer to 5 p.m. ET on Oct. 30, subject to possible further extension, from the original Oct. 25 deadline. On Oct. 31, AES said that it had again extended the early tender deadline to 5 p.m. ET on Nov. 1, subject to possible further extension, from the prior Oct. 30 deadline. On Nov. 4, AES said that it had waived the early tender deadline on the exchange offer, so that all holders validly tendering their notes by the Nov. 8 expiration deadline for the offer (which was subsequently extended) would be eligible for the applicable early tender bonus cash payment.

On Nov. 11, AES said that it had extended the exchange offer to 5 p.m. ET on Dec. 3, subject to possible further extension, from the previous Nov. 8 deadline, and had amended certain other terms of the exchange.

AES said that it had been informed by the exchange agent for the offer that, as of the old expiration deadline, approximately $16.863 million of its 2002 notes and $44.494 million of the ROARs had been tendered in the exchange offer, representing approximately just 5.6% and 22.2% of the outstanding 2002 notes and ROARs, respectively.

The company modified the consideration to be paid to the holders of its 2002 notes to a mixture of $650 in cash and $350 in new securities per $1,000 principal amount of the old notes tendered (from $500 in cash and $500 in new notes previously).

The Nov. 11 announcement also restored the early tender deadline (waived in the Nov. 4 announcement) and set it at 5 p.m. ET on Nov. 18; AES said that holders could withdraw their note tenders any time until that early deadline.

While the previously announced respective early tender bonuses for the 2002 notes and for the ROARS remained the same; however, AES said that holders tendering on or prior to the expiration date and not withdrawing such securities would still receive an incremental cash payment in the amount of $5 for each $1,000 principal amount of 2002 notes tendered and $5 for each $1,000 principal amount of ROARs tendered.

AES further said the consummation of the exchange offer would now be subject to the condition that 80% of the aggregate principal amount of the 2002 notes and 80% of the aggregate principal amount of the ROARs be received and not withdrawn, a change from its original condition that 75% of the 2002 notes and the ROARs on a combined aggregate basis be tendered.

On Nov. 19, AES once again waived the early tender deadline of 5 p.m. ET on Nov 18, and said that holders tendering their notes by the scheduled tender offer expiration deadline (5 p.m. ET on Dec. 3) and not withdrawing such securities would all be eligible to receive the previously announced early tender bonus payment, assuming the completion of the exchange offer.

On Nov. 27, AES said that it had been informed by the exchange agent for the exchange offer that as of 5 p.m. ET on Nov. 26, approximately $219.193 million in aggregate principal amount of its outstanding 2002 notes, or 73% of the outstanding amount, had been tendered under the offer, as had approximately $157.851 million of the ROARs, or 79% of the outstanding amount.

AES indicated that it had not yet satisfied the minimum tender amount condition under the offer (tender of at least 80% of each note series).

On Dec. 4, AES said that it had extended its exchange offer to 5 p.m. ET on Friday (Dec. 6), subject to possible further extension, from the previous Dec. 3 deadline.

It said that it had been informed by the exchange agent for the offer that as of the old deadline, approximately $230.074 million of its 2002 notes, or about 77% of the outstanding amount, had been tendered, along with approximately $172.859 million in aggregate principal amount of the ROARS, or 86% of the outstanding amount. Holders of the ROARS thus achieved the 80% minimum tender condition, while the condition had not yet been met for the 2002 notes.

On Dec. 9, AES said that it had again extended its exchange offer to 5 p.m. ET on Dec. 9, subject to possible further extension from o expire at 5 p.m. ET on Dec. 6, .

It said that it had been informed by the exchange agent for the offer that, as of the old deadline, approximately $233.768 million of the 2002 notes, or about 78% of the outstanding amount, had been tendered (up from the $230.074 million or about 77% reported when the deadline was extended the previous week). That still left the 80% minimum tender offer condition for the notes unmet. AES had previously announced that the minimum tender condition had been met with respect to the ROARS.

In a second announcement later on Dec. 9, AES said that it had now reached the minimum tender threshold on both series of existing notes, with approximately $240.013 million of its 2002 notes, or 80% of the outstanding amount, having been tendered by the 5 p.m. Dec. 9 deadline (the company had previously met the threshold with respect to the ROARS). It further said that it would again extend the offer from that deadline to 5 p.m. ET on Wednesday (Dec. 11), subject to possible further extension

AES said that although the minimum tender condition has been satisfied, completion of the exchange offer remains subject to a number of significant conditions, which have not yet been satisfied, including AES' concurrent entry into new senior secured credit facilities to refinance its existing credit facilities.

On Thursday (Dec. 12,) AES again extended its exchange offer, to 12 noon ET on Thursday (Dec. 12), subject to possible further extension, from the previous 5 p.m Wednesday (Dec. 11) deadline. It said that as of the old deadline, approximately 80% of the 2002 notes and 87% of the ROARS had been tendered.

Boyd Gaming tendering for 9½% '07 notes

Boyd Gaming Corp. said on Thursday (Dec. 12) that it plans to tends to commence a cash tender offer to purchase all of its outstanding $250 million of 9½% senior subordinated notes due 2007. It set 5 p.m. ET on Jan. 14 as the expiration for the tender offer, and 5 p.m. ET on Dec. 30 as the early tender deadline, both subject to possible extension.

Under the terms of the proposed offer, the total consideration to be paid for each note validly tendered by the early tender deadline and accepted for payment will be $1,047.50 per $1,000 principal amount of notes tendered, plus accrued and unpaid interest. The total consideration includes an early tender premium of $10 per $1,000 principal amount where applicable. Holders tendering notes after the early tender deadline has passed but prior to the expiration of the tender offer will receive $1,037.50 per $1,000 principal amount of notes validly tendered and accepted for payment, plus accrued and unpaid interest.

Tenders of notes made prior to the Dec. 30 early tender deadline may not be validly withdrawn or revoked, unless Boyd reduces the tender offer consideration or the principal amount of notes subject to the tender offer or is otherwise required by law to permit withdrawal. Tenders of notes made after the early tender deadline may be validly withdrawn at any time until the expiration deadline.

Boyd said that the tender offer will be conditioned upon the consummation of its proposed issuance of senior subordinated notes due 2012 (Boyd concurrently announced plans to sell $300 million of the notes), regulatory approvals and certain other conditions. It currently intends to call for redemption any 9½% notes that remain outstanding after completion of the tender offer, in accordance with the notes' indenture. The redemption, at the applicable price of $1,047.50 per $1,000.00 of principal amount, plus interest accrued and unpaid to the redemption date, would take place as soon as practicable upon consummation of Boyd's proposed issuance of its new senior subordinated notes due 2012.

Lehman Brothers (call Rad Antonov at 212 528-7581 or toll-free at 800 438-3242) and Deutsche Bank Securities will serve as the Dealer Managers for the tender offer. D.F. King & Co., Inc. (call 800 628-8510) will be the Information Agent for the tender offer.

AS PREVIOUSLY ANNOUNCED: Boyd Gaming, a Las Vegas-based gaming company, said in its quarterly 10-Q filing with the Securities and Exchange Commission on Nov. 14 that it had purchased and cancelled approximately $77.8 million original principal amount of its 9¼% senior notes due 2003 in July, via privately negotiated transactions. It said that approximately $122.2 million principal amount of the notes remained outstanding following those transactions (out of the originally issued $200 million of notes).

Boyd said that it funded the purchase of those notes via borrowings from its bank credit facility. It repurchased the notes at prices ranging from 103.4% to 104.2% of par, plus accrued interest. The premium paid to repurchase the notes and the pro-rata portion of the unamortized deferred loan costs, together totaling $3.4 million, was recorded as a loss during the three-month period that ended Sept. 30 in the non-operating section of the income statement.

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