RADIO ONE, INC. (ROIA) (B3/B-) said Tuesday (Nov. 13) that it had extended the expiration date for its pending exchange offer for its 8 7/8% senior subordinated notes due 2011. The offer, which began on Oct. 10 (but which was not announced at that time) had been scheduled to expire on Nov. 9, but has now been extended to 5 p.m. ET on Nov. 16. The Washington, D.C.-based urban-market radio broadcaster - the seventh largest U.S. radio broadcaster and largest primarily targeting African-American and urban listeners - is offering up to $300 million newly issued Series B notes which have been registered for public trading under the Securities Act of 1933, for a like amount of the existing notes, which were issued in a private placement. As of the original expiration deadline, $297.6 million of the existing notes had been tendered under the exchange offer. The Bank of New York (800-548-6565, formerly the United States Trust Company of New York) is acting as the exchange agent for the offer.

TEMPLE-INLAND INC. (TIN) (Baa2/BBB) said Monday (Nov. 12) that it had extended the expiration deadline of its previously announced tender offer for the outstanding 9 3/8% senior notes due 2007, the 9¾% senior notes due 2007 and the 9 7/8% senior subordinated notes due 2008 of GAYLORD CONTAINER CORP. (GCR) (senior at Caa2/CCC+; subordinated at Caa3/CCC) to midnight ET on Nov. 16 from Nov. 9 previously. It also concurrently extended the expiration deadline for all of Gaylord Container's outstanding common shares. Temple Inland said that as of the previous expiration deadline, stockholders had tendered 47,864,374 common shares, or about 86% of the number outstanding. Debtholders had tendered $3.813 million of the 9 3/8% notes, $5.369 million of the 9¾% notes, and $690,000 of the 9 7/8% notes. During the extended tender period, ongoing discussions with the noteholders representing a majority of each series of the notes are continuing. AS PREVIOUSLY ANNOUNCED, Temple-Inland, an Austin, Tex.-based maker of packaging materials, said Sept. 28 that it would acquire all of the outstanding junk bond debt of Gaylord, as part of its $786 million acquisition of the Deerfield, Ill.-based packaging materials maker. Temple-Inland said it would also tender for all of Gaylord's outstanding shares, and said certain outstanding bank debt and other senior secured debt obligations of Gaylord would be paid or otherwise satisfied. The $786 million figure assumes that all shares and all notes are tendered, and is broken down into approximately $100 million to purchase all of the shares at $1.80 per share, and approximately $686 million to acquire all the notes and to satisfy the bank debt and other senior secured debt obligations. The equity and debt tender offers were originally scheduled to expire on Oct. 26, but have since been extended; Temple Inland, which is also seeking the consent of the Gaylord noteholders to amending the notes' indentures to remove certain restrictive covenant and other Gaylord contractual obligations, initially set midnight ET on Oct. 12 as the consent payment deadline, but subsequently announced on Oct. 11 that it had also extended that deadline to Oct. 26, and is presumed to have subsequently further extended it, although no additional public announcement was made. Holders of the 9 3/8% and 9¾% senior notes tendering by the extended consent deadline would receive total compensation of $755 per $1,000 principal amount, including a $20 per $1,000 consent payment. Holders of the 9 7/8% senior subordinated notes would receive total consideration of $260 per $1,000 principal amount, including the $20 consent payment. The overall merger transaction between Temple-Inland and Gaylord is contingent upon Temple Inland receiving at least 90% of the outstanding amount of each series of the notes, with those notes having been validly tendered and not withdrawn prior to the expiration of the offer. The merger deal is also contingent upon, among other things, Temple-Inland getting at least two-thirds of the outstanding Gaylord shares, as well as regulatory approval and the satisfaction or waiver of customary closing conditions. This transaction is not conditioned upon financing, since Temple-Inland has received a financing commitment from Citibank, NA to fund its offer for all outstanding Gaylord Container shares and the notes, as well as to satisfy the bank debt and other senior secured debt obligations, and pay costs and expenses associated with the transaction. Gaylord's Board of Directors has unanimously recommended that its shareholders accept the Temple Inland offer and tender their shares. Deutsche Banc Alex. Brown and Rothschild Inc., acted as financial advisors to Gaylord. Salomon Smith Barney Inc. (800-558-3745) is acting as dealer/manager for Temple-Inland in connection with the tender offer for the notes. The information agent is D. F. King & Co., Inc. (bankers and brokers call 212-269-5550; all others call 800-549-6650). Computershare Trust Company is the depositary for both the share and the note tender offers.

PLAINS RESOURCES INC. (PLX) said Friday (Nov. 9) that it had bought back $7.5 million of its senior subordinated notes, at a price of 99.5, and 1.049 million common shares for $24.8 million. The Hoston-based energy company said in a Securities and Exchange Commission filing that it had made the repurchases after amending its revolving credit facility last month to permit it to buy back up to $150 million of its common stock, senior subordinated notes and Plains All American Pipeline LP units.

NETIA HOLDINGS S.A. (NTIA) (Ca/) said on Nov. 8 that it has begun "modified Dutch auction" tender offers for a portion of its outstanding senior notes. The Warsaw-based provider of wireline telecommunications services in Poland is offering to purchase up to 85% of the dollar-denominated 10¼% senior notes and 11¼% senior discount notes, and the deutschemark-denominated 11% senior discount notes, all due 2007, issued by its wholly owned NETIA HOLDINGS BV subsidiary, and up to 85% of the dollar-denominated 13 1/8% senior notes due 2009 and the euro-denominated 13½% senior notes due 2009 and 13¾% senior notes due 2010 issued by its wholly owned NETIA HOLDINGS II BV subsidiary. It will buy the notes at a price to be determined, which for each class of notes will be in a range of between 110 and 140 per 1,000 principal amount of the particular currency in which each series of notes is denominated. The tender offer will be financed from Netia's cash on hand, and will expire at 5:00 p.m. ET on Dec. 7, subject to possible extension. Under the "modified Dutch auction" procedure, Netia will accept tenders for each series of notes in the order of the lowest to the highest tender prices specified by tendering holders within the applicable price range for the series of notes. It will select as its purchase price the single lowest price for each series that will enable Netia to purchase an amount of notes equal to the amount of funds that will let Netia buy 85% of that series at the lowest price in each of the above-mentioned price ranges. Netia will then pay the same purchase price for all validly tendered notes of a given series at or below that purchase price (subject to proration in the case of tenders at the purchase price), even if that price is higher than the price specified by the tendering holder. Netia's obligation to accept for purchase and to pay for the notes under each tender offer is subject to conditions including the valid tender (not subsequently withdrawn) of a majority in aggregate principal amount of the applicable series of notes; the valid tender of notes in an aggregate principal amount at maturity of at least 65% of the total aggregate principal amount (or principal amount at maturity, in the case of the two series of discount notes) of all notes outstanding, regardless of series; execution of a supplemental indenture incorporating proposed amendments, following the receipt of consents from the holders of a majority amount of such series of notes; and the tender offer conditions for each series of notes being satisfied or waived. Besides the tender offers, Netia is soliciting noteholder consents to proposed amendments in the indentures governing each series of notes which would eliminate or modify certain negative covenants and other provisions, thus giving the company increased flexibility in managing its ongoing capital requirements. Netia says tender of notes pursuant to the tender offer will be deemed to constitute granting consent. Holders who properly tender their notes (and thereby validly deliver consents to the indenture changes) by the consent deadline of Nov. 23 (subject to possible extension) and whose notes are accepted for purchase will receive a consent payment of $10 per $1,000 principal amount (or principal amount at maturity), DM10 per DM 1,000 principal amount (or principal amount at maturity) and €10 per €1,000 principal amount, as the case may be. Netia also announced that it does not intend to make the scheduled Dec. 15 interest payment on its dollar-denominated and euro-denominated notes due 2009. It intends to set a new special record date for determining the holders of notes entitled to such interest payments following the consummation of the tender offer and a subsequent special payment date for the payments of such interest. Netia expects that these new special record and interest payment dates will be subsequent to the consummation or the termination of the tender offers for the Notes. Accordingly, it says that holders of those notes whose notes are tendered and accepted for purchase in the tender offer will not receive the Dec. 15 interest payment. Netia intends to make the Dec. 15 interest payment on the euro-denominated notes due 2010 to holders of record as of Dec. 1. It will make this payment using the proceeds of securities deposited with the trustee in an investment account established in connection with the offering of the notes. The price that the Netia is offering to pay for those notes in the tender offer includes this interest payment. Merrill Lynch International and Merrill Lynch & Co. (201-671-3507 or in Europe, 44-207-995-8903) are together acting as the dealer manager for the tender offers and the solicitation agent for the solicitation of consents. D.F. King & Co. (Europe) (44-207-920-9700) and D.F. King Ltd. (US) Co. (800-758-5880) is the information agent. State Street Bank and Trust Co. is the depositary in connection with the tender.

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