Arch Wireless redeems more 10% '07 notes

New York, May 15 - Arch Wireless, Inc. said that its wholly owned subsidiary, Arch Wireless Holdings, Inc. completed the optional redemption, at par value, of $8.26 million principal amount of the company's 10% senior subordinated secured notes due 2007.

The Westborough, Mass.-based wireless messaging and paging company said that under the terms of the 10% notes' indenture, holders of record as of May 1 received cash distributions in connection with the May 15 redemption.

Arch also said that in addition to the $8.26 million optional redemption, which had been announced on April 15, the company completed its May 15 mandatory redemption of $15 million of the notes, plus accrued interest.

Arch, which restructured in 2002, issued $200 million of the 10% notes on May 29, 2002, and has since then redeemed a total of $140 million principal amount of the notes at par value plus accrued interest in a series of optional and mandatory redemption transactions.

$60 million principal amount of the notes currently remain outstanding.

Pegasus Satellite Communications completes notes' exchange offer

New York, May 15 - Pegasus Satellite Communications Inc. (Ca) said that it issued $66.5 million principal amount of its 11¼% senior notes due 2010 earlier this month, in exchange for an aggregate

equivalent principal amount of its outstanding notes.

The Bala Cynwyd, Pa.-based satellite television broadcasting systems operator - a subsidiary of Pegasus Communications Corp. - said in a 10-Q filing with the Securities and Exchange Commission that holders of the outstanding notes had tendered $21.9 million principal amount of 9 5/8% senior notes due 2005, $13.8 million principal amount of 12 3/8% senior notes due 2006, $1.8 million principal amount of 9¾% senior notes due 2006, and $29 million principal amount of 12 /2% senior notes due 2007.

The company said that $1.8 million in aggregate interest accrued on the outstanding notes it received, up to the date of the exchange, was paid in cash.

Pegasus said the difference in the aggregate amount of cash interest to be paid resulting from this exchange is favorable, but nominal, through the date of the earliest maturity of the notes received in the exchange. The incremental aggregate cash interest to be paid after the maturity date of the respective notes received will be 11¼% of the principal amount of the notes issued.

Grupo TMM extends exchange offers for 9½% '03 and 10¼% '06 notes

New York, May 15 - Grupo TMM, S.A. (Caa1) said that it has extended the expiration date of its previously announced exchange offers and consent solicitations for all of its outstanding 9½% senior notes that are scheduled to come due on May 15 and 10¼% percent senior notes due 2006.

The offers and solicitations, which had been scheduled to expire at midnight ET on May 13, were extended until midnight ET on May 15, subject to possible further extension.

As of the old May 13 deadline, approximately $86.065 million principal amount of the outstanding 9½% notes, or 48.66% - less than the required $141.5 million (80%) - had been tendered and not withdrawn, and 86.14% of the outstanding 10¼% notes, or $172.286 million principal amount, representing more than the required majority of the 10¼% notes, had been tendered and not withdrawn.

Grupo TMM also announced that it has completed the previously announced sale of its 51% interest in the TMM Ports and Terminals division to an affiliate of its current partner in the division, SSA Mexico. Net proceeds from the transaction of approximately $114 million will be used to repurchase receivables sold to a trust under the company's existing Receivables Securitization Facility in an amount of $31.7 million; to repay other indebtedness; and for working capital purposes.

Grupo TMM further said that it has reached an agreement with one of the holders of certificates under its Receivables Securitization Facility to extend approximately $49.7 million of the certificates until June 30.

As previously announced, the Mexico City-based transportation company said on April 29 that it had begun an amended exchange offer for all its outstanding 9½% notes and 10¼% notes; this amended offer modified a previously announced offer to exchange new, longer-maturity debt for the 9½% and 10¼% notes, which had begun back on Dec. 26, 2002 and which had been extended numerous times subsequently.

Both exchange offers are conditioned on at least 80% of the 9½% notes and at least a majority of the 10¼% notes being tendered.

Under the terms of the amended offer - which is intended to extend the maturity of the 9½% notes, and to provide the company with sufficient time to complete the previously announced sales of its interests in its ports and terminals division and Grupo TFM - Grupo TMM is offering to exchange the existing debt for a like principal amount of new 12% senior notes due 2004. The new notes will be guaranteed on a senior unsecured basis by TMM Holdings, SA de CV, a wholly owned subsidiary that indirectly owns all of Grupo TMM's interest in Grupo Transportacion Ferroviaria Mexicana, SA de CV, which operates the company's rail operations.

Concurrently Grupo TMM is soliciting consents from holders of the existing notes to eliminate substantially all of the restrictive covenants of the indentures governing the existing notes and to permit the sale of the company's interests in Grupo TFM. Holders tendering their existing notes in the exchange offers would be deemed, as a condition to a valid tender, to have given their consent to the proposed amendments applicable to the series of existing notes that they are tendering.

On May 13, Grupo TMM said that it does not have sufficient liquidity to pay the 9½% notes at maturity. Its ability to pay any untendered 9½% notes that remain outstanding at the completion of the exchange offers will depend on a number of factors, including the amount of 9½% notes that remain outstanding and the ability of Grupo TMM to extend or renew its receivables securitization facility or obtain additional funds.

The company said that it is unlikely that it will have sufficient funds to pay the remaining untendered 2003 notes at maturity if only the minimum level of tenders is received.

Citigroup Global Markets Inc. is acting as the dealer manager for the exchange offers and consent solicitations and Mellon Investor Services LLC (call 888 689-1607 or, for banks and brokers, 917 320-6286) is the information agent.

Azteca Holdings closes exchange with $80.082 million notes tendered

New York, May 15 - Azteca Holdings, SA de CV said Wednesday that it had completed its exchange offer for its 10½% senior secured notes due 2003.

The Mexico City producer of television programs said it issued $80.082 million of new 10¾% senior secured amortizing notes due 2008 in exchange for an equal amount of the 10½% senior secured notes due 2003.

The transaction leaves $69.918 million of the 10½% notes outstanding.

Azteca also amended the indenture for the 10½% notes.

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