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Published on 4/1/2002 in the Prospect News High Yield Daily.

BDK HOLDINGS, INC. said Monday (April 1) that it had again extended its previously announced offer to exchange new notes and stock for its existing 8.5% senior notes, which were originally scheduled to have been repaid on Feb. 13. The offer, which had previously been extended to April 1, will now expire at midnight ET on April 30, subject to possible further extension. As of March 27, $782,300, or approximately 2.31% of the outstanding principal amount of the original notes, had been tendered in the exchange offer, up from approximately 0.83% of the notes which had been tendered as of Feb. 28, as reported in the previous extension announcement on March 4. 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 due 2007 and shares of its common stock, for all of its $33.75 million of outstanding 8.5% 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. BDK 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. 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 8.5% 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 8.5% 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).

CYDSA, SA DE CV said on March 29 that it had extended its previously announced tender offer for its 9 3/8% notes due 2002. The offer, which was to have expired on March 29, as extended to 5 p.m. ET on April 1, subject to possible further extension. AS PREVIOUSLY ANNOUNCED: Cydsa, a Monterrey, Mexico-based producer of chemicals, plastics, textile and flexible packaging, said on March 8 that it had extended its pending cash tender offer for its US$200 million of outstanding 9 3/8% notes to March 15 (the offer for the notes was disclosed to the company's debtholders in a Proxy Solicitation Statement and Offer to Purchase, dated Jan, 25, but was not believed to have been publicly announced at that time; Cydsa had also before that time distributed to all noteholders a letter of eligibility seeking to ascertain whether the holder could be considered a Qualified Institutional Buyer, as defined in Rule 144A, or could be considered to be outside the U.S. under Regulation S, both under the U.S. Securities Act of 1933, as amended). Cydsa said at that time that it expected to shortly announce the date, time and location of its Adjourned Meeting of noteholders and would send a notice of the adjourned meeting to holders of the notes. Cydsa also said it would announce in the near future the date and time by which holders of record must deliver duly executed proxies in order to vote by proxy at the Adjourned Meeting. Earlier on March 18, Cydsa had extended the tender offer deadline to 5 p.m. ET on March 22, which was subsequently extended again in a second announcement released later that same day. At that time, Cdysa also announced that it had amended the terms of the tender offer; in place of the original offer for all of the outstanding notes, the company said it would now offer to purchase for cash from eligible noteholders up to US $40 million of its notes at a price of US$520 per US$1,000 principal amount of notes, plus accrued and unpaid interest up to, but not including, the date of purchase. It said that noteholders who had already tendered their notes under the offer's original terms and who had not withdrawn them, would not need to take any further action to participate in the tender offer. It said that up to that point, approximately US $12.158 million of the notes had been tendered to the depositary for the offer. Cydsa further announced that the previously adjourned meeting of noteholders for the purpose of considering an extraordinary resolution which would extend the maturity of the notes and amend certain covenants in the trust deed relating to the notes would be held at 3 p.m. London time on April 5, at the offices of Linklaters, located at One Silk Street in London. It extended to 10 a.m. ET on April 2 the proxy submission deadline by which the noteholders of record must deliver duly executed proxies in order to vote by proxy at the adjourned noteholders' meeting, and also extended to that time the proxy payment deadline, by which the noteholders must deliver to the proxy and information agent duly executed, unrevoked proxies in favor of the extraordinary resolution in order to be eligible to receive the proxy fee. Unless revoked, duly executed proxies delivered to the proxy and information agent prior to that date in accordance with the terms of the proxy solicitation will remain in effect for the adjourned meeting. Cydsa said its tender offer was conditioned upon, among other things, A) the passage of the extraordinary resolution by at least 75% in aggregate principal amount of the notes voted at the adjourned meeting, at which a quorum of eligible holders of record representing more than 50% of the outstanding principal amount of notes (other than those notes held by Cydsa or Cydsa's nominees) is represented in person or by proxy; and B) notes representing at least US$40 million must have been validly tendered, and not withdrawn under the tender offer or otherwise purchased by Cydsa, by the tender offer deadline. Cydsa may in its discretion waive any or all such conditions.

CHESAPEAKE ENERGY CORP. (CHK) (B1/B+) said on March 28 that it had bought back $13 million of its 7 7/8% senior notes due 2004 during March, paying a total price of $13.7 million, including $400,000 of accrued interest. Chesapeake, an Oklahoma City, Okla.-based independent gas producer said in its 10-K filing with the Securities and Exchange Commission that it now has $137 million of the 7 7/8% senior notes remaining outstanding.

PACIFIC AEROSPACE & ELECTRONICS, INC. (PCTH) (C) said on March 27 it had completed its exchange of all its outstanding 11¼% senior subordinated notes for a package of new senior subordinated notes, preferred stock and common stock. The Wenatchee, Wash. manufacturer of metal and ceramic components said holders of the old notes exchanged $63.7 million principal amount of the notes for common stock and new preferred stock giving them 97.5% of the voting power of the company, and $15 million principal amount of 10% pay-in-kind senior subordinated notes. The new preferred stock converts into common stock on shareholder approval of an increase in the number of authorized shares of common stock. Following the exchange, which had not been publicly announced previously, the old notes were canceled. Pacific Aerospace had been in default on the old notes because it had failed to make the last two interest payments; following the exchange offer, the defaults related to those notes no longer exist. Pacific Aerospace also said that it had obtained a new five-year senior secured loan with a 5% annual interest rate. The loan, with a $36 million principal amount, was issued at a discount for net proceeds of $22 million, which were primarily used to pay off the company's 21% senior secured loan; Pacific Aerospace had also been in payment and covenant default under the existing senior loan, prior to its repayment. The remainder of the proceeds of the new loan will be used for working capital, to pay the fees and costs of the restructuring and for other general corporate purposes.


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