ADVANTICA RESTAURANT GROUP, INC. (DINE) (B3/C) said on Wednesday (Feb. 13) that it had extended its previously announced exchange offer for its existing 11.25% senior notes due 2008 to 5 p.m. ET on Feb. 19, subject to further extension, from the previous Feb. 12 deadline. It said that so far, approximately $64 million of the existing notes had been tendered under the exchange offer. AS PREVIOUSLY ANNOUNCED, Advantica, a Spartanburg, S.C.-based restaurant chain operator, said Jan. 3 that it was offering to exchange up to $204.1 million of registered 12.75% senior notes due 2007, to be jointly issued by its DENNY'S HOLDINGS, INC. subsidiary and Advantica, for up to $265 million of the outstanding $529.6 million of existing 11.25% notes. The offer was originally scheduled to expire at 5 p.m. ET on Feb. 1, but the deadline was subsequently extended. Advantica said it would offer $770 principal amount of the new notes per $1,000 principal amount of the old notes, plus accrued and unpaid interest in cash. Completion of the exchange offer would be conditioned on a minimum amount of $160 million of the existing old notes having been validly tendered, up to a maximum tender amount of $265 million. Advantica said that in the event that the existing notes tendered were to exceed the maximum amount, the company would allocate the New Notes on a pro-rata basis. UBS Warburg LLC is acting as the dealer manager in the exchange offer. MacKenzie Partners, Inc. (800 322-2885). U.S. Bank NA is serving as the exchange agent.

BDK HOLDINGS, INC. said Wednesday (Feb. 13) that it had extended its previously announced offer to exchange new notes and stock for its existing 8.5% senior notes, which were scheduled to be repaid Feb. 13. The offer, which was to have expired on Feb. 13, will now expire at midnight ET on March 4, subject to further extension. As of Feb. 12, only 0.1% of the outstanding notes had been tendered for exchange under the offer. BDK also 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. The company 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 is currently 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. 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 that maturity deadline could be extended if noteholders agree. 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 are 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.

McLEODUSA INC. (MCLDQ) (Ca/C or D) said Wednesday (Feb. 13) that it had recently been informed by the advisors to an ad hoc committee of holders of its senior notes that holders representing a total of $1.2 billion of the bonds, or 40% of the amount outstanding, have expressed support for the reorganization plan that was negotiated with the ad hoc committee and announced on Jan. 31, when the company filed for Chapter 11 bankruptcy status. Included in the $1.2 billion are bondholders representing approximately $690 million (23% of the outstanding bonds) who have signed lock-up or support agreements to vote in favor of the transaction. AS PREVIOUSLY ANNOUNCED, McLeodUSA, a Cedar Rapids, Iowa-based telecommunications company said on Dec. 3 that it would undertake a comprehensive recapitalization and financial restructuring plan, which would include an exchange offer for the company's $2.935 billion of outstanding bond debt. It said at that time that under terms of the planned restructuring, it would offer the bondholders at least $560 million of cash, plus about 14% of the new common stock of the revamped company, terms which were later sweetened in the bankruptcy filing announcement. Some $535 million of the cash payment would be funded from the net proceeds of the planned sale of MacLeod's telephone directory business to Forstmann, Little & Co., and the remaining $25 million would come from a new equity investment by Forstmann Little. McLeodUSA said it would seek a requisite 95% of bondholder acceptances of the exchange offer. It said it might pursue its restructuring via a pre-packaged Chapter 11 filing. McLeod said the elimination of the bond debt would save the company some $300 million in annual interest expense. It initially set forth no timetable for the prospective bond exchange offer and the related restructuring. McLeodUSA announced on Dec. 7 that it had filed documentation with the Securities and Exchange Commission on the planned debt exchange offer and related consent solicitation, and that the offering memorandum and supporting documents would be distributed to all of its bondholders and will be available for information purposes via the EDGAR on-line SEC filing system. MacLeodUSA also said that it has been contacted by an Informal Committee of Bondholders, and had initiated discussion with the committee and its advisors with an eye toward effecting the recapitalization. It said that at the committee's request, McLeodUSA canceled the bondholder conference call that had been scheduled for Dec. 11. McLeodUSA also said it expects to complete the recapitalization transaction during the first or second quarter of 2002. In its SEC filing, McLeodUSA outlined the specifics of the debt exchange offer, which covers the aforementioned 11 3/8%, 12% and 9¼% senior notes, as well as the company's approximately $495 million (face amount) zero-coupon/10½% senior discount notes due 2007; its approximately $215 million 11½% senior notes due 2009; its approximately $300 million 8 3/8% senior notes due 2008; its approximately $300 million of 9½% senior notes due 2008; and its approximately $500 million of 8 1/8% senior notes due 2009. In exchange for the notes, McLeodUSA said it would offer the noteholders up to $560 million in cash plus 56,813,984 shares of common stock (assuming 100% noteholder participation), representing 13.7% of the company's equity after the recapitalization, terms which were subsequently revised upward in favor of the noteholders. McLeodUSA was also soliciting noteholder consents to proposed indenture amendments aimed at eliminating or amending substantially all of the restrictive covenants in the notes' indenture, and was also seeking noteholder acceptances for the overall recapitalization transaction, which includes the possibility of a Chapter 11 filing to effect the recapitalization. The exchange offer would be conditioned on 95% of the $2.935 billion notes being tendered to the company, and its receipt of noteholder consents from the holders of at least a majority of the notes. Tendering noteholders would be assumed to automatically be consenting to the indenture changes and recapitalization plan. The offer was further conditioned upon the sale of McLeod's directory business for at least $535 million; the sale of $100 million of new preferred shares and warrants to Forstmann Little; the approval of the company shareholders for certain elements of the recapitalization transaction; and satisfactory resolution of tax matters related to the capitalization. McLeodUSA said on Jan. 16 that it was continuing its discussion with its senior noteholders in an effort to win their support the previously announced exchange offer and related consent solicitation and solicitation of recapitalization plan acceptances, but could give no assurances that such talks would result in an agreement. It extended the deadline for the exchange offer to 5 p.m. ET on Jan. 30 from the original Jan. 15 deadline. As of 5 p.m. ET on that original deadline, the company had only received tenders from the holders of approximately $82.054 million of the nearly $3 billion of notes being tendered for, well under the required 95% participation threshold. McLeodUSA also said that holders of a total of approximately $956.185 million of the notes had informed the company that they did not intend to tender their notes under the exchange offer and did not intend to consent to the recapitalization plan. Innisfree M&A Inc. (888 750-5834; banks and brokers call collect at 212 750-5833) was the information agent for the exchange offer and solicitation; The Bank of New York was the depositary. The company further announced that it had not paid the scheduled Jan. 1 interest payment on its $750 million of 11 3/8% senior notes due 2009, nor had it made the interest payments which came due Jan. 15 on its $150 million of 12% senior notes due 2008 and its $225 million of 9¼% senior notes due 2007. MacLeodUSA invoked the 30-day "grace period" for non-payments contained in the notes' indentures. On Jan. 31, McLeodUSA announced that it had signed lock-up agreements with the ad hoc noteholders committee to support a recapitalization of the company, which would be carried out via a pre-negotiated Chapter 11 filing with the U.S. Bankruptcy Court in Wilmington, Del. The terms of the recapitalization, revised from terms which were publicized earlier, called for the bondholders to receive up to $670 million in cash, $175 million of new preferred stock convertible into 15% of the reorganized company's common stock, and five-year warrants to purchase an additional 6% of the company for $30 million. It said the ad hoc committee, which holds 23% of the bonds, voted unanimously in favor of the plan, intended to eliminate $3 billion of bond debt.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC. (CRL) said Tuesday (Feb. 12) that its wholly-owned CHARLES RIVER LABORATORIES, INC. (Ba3/B+) subsidiary had set the consideration it will pay for its 13.5% senior subordinated notes due 2009 under its previously announced tender offer and related consent solicitation. The tender offer consideration of $828.63 per $650 principal amount of the notes, was set based on the yield of the reference security on Feb. 11. Holders who tendered their notes by the now-passed Jan. 30 consent deadline will receive an additional $13 per $650 principal amount as a consent payment, for total consideration of $841.63 per $650 principal amount. Holders tendering after the consent deadline will only receive the basic tender offer consideration and no consent payment. The assumed payment date will be Feb. 14. AS PREVIOUSLY ANNOUNCED, Charles River - a Wilmington, Mass.-based provider biomedical products and services, including animals for medical laboratory research - said on Jan. 15 that it was beginning a cash tender offer for any and all of its outstanding $79.7 million of the 13.5% notes. Charles River said the offer would commence on Wednesday (Jan. 16) and would expire at 9 a.m. ET on Feb. 14, subject to possible extension. It also began a related solicitation of noteholder consents to proposed indenture changes which would eliminate certain restrictive provisions, and said the consent date would be the later of either Jan. 30 or the date on which holders of a majority of the outstanding notes had duly executed the consents, subject to possible extension. Charles River said it would purchase the outstanding notes at a price to be determined three business days prior to the expiration date of the tender offer, based upon a fixed spread of 75 basis points over the yield to maturity of the reference security, the 6% U.S. Treasury note due Aug. 15, 2004, plus accrued and unpaid interest up to, but not including, the payment date. The company said total consideration would also include a consent payment pf $13 per $650 principal amount of the notes (the original principal amount of $1,000 having been reduced as a result of the company's August, 2000 exercise of an option to redeem 35% of the total principal amount), which would be paid to those holders who validly consent to the proposed indenture changes by tendering their notes by the now-passed consent date. Tendered notes could not be withdrawn and consents could not be revoked after such time and date except in certain limited circumstances. Payment for validly tendered notes was expected to be made promptly following the expiration of the tender offer. Charles River said it planned to fund the tender offer and consent solicitation out of the proceeds of its separately announced offering of $150 million of 20-year senior convertible debentures, and on Jan. 17, the company announced the successful private placement of an upsized $175 million offering of convertible securities. On Jan. 29, Charles River said that it had received the requisite amount of consents to the proposed indenture changes from its noteholders and that as a result, the proposed amendments had been adopted, the company had executed a supplemental indenture incorporating the changes, allowing the tender offer to continue. Credit Suisse First Boston Corp. (212 538-8474 or 800 820-1653) is dealer manager in connection with the tender offer and solicitation of consents. The Information Agent is MacKenzie Partners, Inc. (call collect at 212 925-5500), and the Depositary is State Street Bank.

AAF- McQUAY INC. (B3/B+) said Tuesday (Feb. 12) that it had repurchased a total of $15 million of its 8 7/8% senior notes due 2003 during the first half of fiscal 2002. The fiscal first half ended on Dec. 31, 2001. The company said in a filing with the Securities and Exchange Commission that it had bought back $2 million of the notes in the fiscal first quarter and $13 million in the second. The second-quarter repurchases were funded with the proceeds from the sale of the company's Singapore subsidiary. As of Dec. 31, the company had approximately $94 million of the notes remaining outstanding from the $125 million originally issued in February 1996. AS PREVIOUSLY ANNOUNCED, AAF-McQuay, a Louisville, Ky.-based maker of industrial air filtration systems, said on Nov. 9 that it had repurchased $2 million of its senior notes during the first quarter of fiscal 2002. It said in an SEC filing that the bonds had been bought back at a discount. As of Sept. 30, there were $107 million of the notes outstanding.

KAISER ALUMINUM CORP. (KLU) (Caa2/D) said Tuesday (Feb. 12) that along with its KAISER ALUMINUM & CHEMICAL CORP. subsidiary, it had filed voluntary petitions with the U.S. Bankruptcy Court in Wilmington, Del., seeking protection from the holders of its approximately $799 million of outstanding junk bonds and other creditors. The filing is expected to result in a restructuring of the company's debt, but Kaiser Aluminum gave no specific details as to what shape that restructuring might take. AS PREVIOUSLY ANNOUNCED, Kaiser, a Houston-based aluminum producer, said on Jan. 15 that it will begin discussions within the next few weeks with its note holders regarding potential restructuring of its $174 million of outstanding 9 7/8% senior notes due 2002, its $225 million of outstanding 10 7/8% senior notes due 2006 and its $400 million of outstanding 12¾% senior subordinated notes due 2003, in light of current and anticipated business and capital market conditions. The company cited near-term debt maturities as one of a number of factors negatively affecting its earnings and cash flow (others cited included weak market demand exacerbated by the events of September 11 and low aluminum prices, coupled with significant ongoing legacy obligations). On Jan. 30, Kaiser announced that it would not make the $25.5 million Feb. 1 interest payment on the 12 ¾% notes, citing "current and anticipated business and capital market conditions" and said it is also considering restructuring alternatives which could result in the non-payment of the Feb. 15 principal and interest payment on its 9 7/8% notes - which would result in a default - and the interest payment due April 1 on its 10 7/8% senior notes. Kaiser said it had retained Lazard as its financial advisor in connection with a potential restructuring and Jones, Day as its legal advisor, and had also obtained a waiver and consent agreement with respect to its existing credit agreement.

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