AFC ENTERPRISES, INC. (AFCE) (B2/BB) said Thursday (April 25) that it had received commitments from JP Morgan and Credit Suisse First Boston to provide a new $275 million bank credit facility; proceeds of the funding are to be used to refinance its existing credit facility, retire its existing 10.25% senior subordinated notes and for general corporate purposes. AFC, an Atlanta-based chain restaurant operator, intends to call the 10.25% senior subordinated notes in conjunction with the closing of the new bank credit facility, which is currently scheduled for mid-May. The notes will be redeemed in accordance with their terms 30 days after the issuance of the call.

BDK HOLDINGS, INC. said on April 25 that it had extended and had amended the terms of 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 30, will now expire at midnight ET on May 8, subject to possible further extension. As of April 19, $782,300, or approximately 2.31% of the outstanding principal amount of the original notes, had been tendered in the exchange offer - unchanged from the total of the notes which had been tendered as of March 27, as reported in the last previous extension announcement on April 1. BDK said that as a result of discussions between a special committee of its board of directors and certain holders of the existing BDK notes, BDK has decided to increase what it will offer for the existing notes. Noteholders are to be offered $324.77 principal amount of the new notes, $130 in liquidation preference of 13.5% cumulative redeemable senior preferred Stock, plus a proportional amount of 777,000 shares of BDK common Stock for each $1,000 principal amount of the existing notes tendered in the exchange offer. Holders of the existing notes who previously tendered them under the initial offer terms have the right to withdraw such previous tenders if they do not wish to participate in the exchange offer. However, once the existing notes have been tendered in the exchange offer, as amended, they may not be withdrawn. 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 several times. BDK initially 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, although those terms were subsequently sweetened. 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). On April 1, BDK said that it had again extended its exchange offer, which had previously been extended to April 1, to new deadline of 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 the approximately 0.83% of the notes which had been tendered as of Feb. 28, as reported in the last previous extension announcement, on March 4.

ISIS PHARMACEUTICALS, INC. (ISIS) said Wednesday (April 24) that it plans to retire its 14% senior subordinated notes due 2007. The total amount of the debt, including principal plus interest, is approximately $74 million. The transaction will be effective May 1, 2002, contingent upon the successful completion of Isis' upcoming $25 million seven-year convertible debt offering, which was announced on April 23. The Carlsbad, Calif.-based pharmaceuticals maker said that if it were to continue paying principal plus interest through November 2007 according to the original schedule, it would have made quarterly cash interest payments totaling more than $50 million.

MAXCOM TELECOMUNICACIONES, SA DE CV said Wednesday (April 24) that its previously announced offer to exchange a package of new debt and equity participation certificates for all of its outstanding 13¾% Series B senior notes due 2007 had expired as scheduled at 5 p.m. ET on April 23, with no further extension. As of the close of business on April 23, The Bank of New York, as the exchange agent, had received tenders representing 94.3% of the total notes outstanding. Maxcom said it has advised The Bank of New York that it has accepted for exchange all the tendered notes. All withdrawal rights have terminated. AS PREVIOUSLY ANNOUNCED, Maxcom, a Mexico City-based facilities-based competitive local exchange carrier telecommunications provider, said on March 14 that it would offer to exchange the package of new debt notes and equity for its outstanding $275 million of 13¾% notes. The company initially said the exchange offer would run through 5 p.m. ET on April 11, although this was subsequently extended. Maxcom said that in exchange for the existing notes, it was offering $175 million principal amount of new senior notes, which would be zero-coupon through March 1, 2006 and then accrue interest thereafter at an annual interest rate of 10%. Interest will be payable in cash on Sept. 1, 2006 and March 1, 2007. It said it would also offer an aggregate of 28.05 million ordinary participation certificates (CPOs), each representing one share of Series N2 convertible preferred stock with limited voting rights. The Series N2 Convertible Preferred Stock, which would represent 15.9% of the total capital stock of Maxcom, would have an initial liquidation preference of US$0.4927 per share, and limited voting rights. As part of the exchange offer, Maxcom said it was also soliciting the consent of its holders to amend the indenture governing the 13¾% notes to eliminate all of the restrictive covenants and certain events of default. The company said it planned to cancel its $25 million proprietary position on the 13¾% notes repurchased during 2001, prior to the expiration of the exchange offer. Maxcom said the purpose of the exchange offer would be to reduce its debt service burden, improve its liquidity and attract additional investment, in order to continue the buildout of its infrastructure and the growth of its business. Maxcom initially said the exchange offer would be conditioned, among other things, on the tender of at least 95% of the outstanding 13 ¾% Series B senior notes (which was subsequently reduced), not including the US$25 million already purchased by Maxcom, which had previously announced on Jan. 31 that the holders of approximately 56.8% of the 13¾% notes had committed to tender them in the exchange. In addition, the company said that certain shareholders of Maxcom and other investors committed to invest an additional $66.2 million into the company, subject to the completion of the exchange offer and the company's obtaining certain Mexican regulatory approvals. On April 11, Maxcom said that it had extended its offer for the 13¾% notes, which was to have expired on April 11, to 5 p.m. ET on April 16, which was later again extended. As of the close of business on April 11, the offer's exchange agent reported that it had received tenders representing 93.7% of the total notes outstanding, slightly less than the 95% minimum tender threshold. Maxcom also announced that the Mexican Foreign Investment Bureau had authorized the increase of non-Mexican ownership to up to 95% of its total capital stock, which was a condition to the exchange offer. On April 16, Maxcom said that it had again extended its exchange offer for the 13 ¾% notes from April 16 to 5 p.m. ET on April 23, subject to possible further extension. Maxcom also announced that it was amending the minimum tender condition to the exchange offer, to require that at least 93.9% of the notes be tendered as a condition of the offer's completion, versus the original minimum tender threshold of 95%. As of the close of business on April 16, the offer's exchange agent had received tenders representing 93.9% of the total notes outstanding, up slightly from the 93.7% announced on April , the last time previously when the offer had been extended, and exactly the amount of tenders needed to complete the exchange offer under the revised terms which were announced. Bank of New York was the Exchange Offer Agent. Citigate Dewe Rogerson (call Lucia Domville at 212 419-4166) was the information agent. Further information about the tender can also be obtained from Maxcom itself (call Jose-Antonio Solbes, Director of Investor Relations of Maxcom, at (5255 5147-1125). Holders may also obtain copies of the offering materials by calling toll free 1 (866) 811-4114.

AMERICAN SKIING CO. (AESK) (Ca/CCC) said Tuesday (April 23) that it will seek the consent of the holders of its $120 million of outstanding 12% Series A and B senior subordinated notes due 2006 to proposed indenture changes and a related default waiver. The Newry, Me.-based operator of ski resorts said in an 8-K filing with the Securities and Exchange Commission that it had asked the noteholders, in a letter dated April 18, to approve indenture amendments which would A) eliminate several possible "Events of Default" currently contained in the indenture; B) raise the required amount of notes needed for holders to accelerate their debt in the event of default (other than a bankruptcy filing or a payment default as defined by the indenture) to at least a majority of the outstanding notes, versus the present 25%; and C) require the company to notify the notes' trustee (The Bank of New York, as successor trustee to United States Trust Company of New York, the notes' original trustee) promptly upon the occurrence of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding relating to a Real Estate Subsidiary of the company. The company noted that one particular noteholder currently holds a majority of the securities that would be entitled to vote for an acceleration of the maturity of the debt, so that the consent of this noteholder would continue to be required were the noteholders to attempt to accelerate the debt in any event of a default, other than a bankruptcy filing or payment event of default. American Skiing is also asking for the waiver by the noteholders of any default arising out of the failure of an American Skiing subsidiary, Grand Summit Resort Properties, Inc., to pay the interest payment due on April 15, in respect of its Indebtedness under the Loan and Security Agreement, dated as of Sept. 1, 1998, Grand Summit, the lenders under the agreement, and Textron Financial Corp. as administrative agent, as amended. Approval by holders of a majority of the outstanding notes is needed to approved the proposed indenture changes and the default waiver. American Skiing said that for the purposes of determining the Requisite Consent Amount, securities owned by the company itself, by any guarantor, or by any person directly or indirectly controlling or controlled by or either the company or any guarantor, shall not be considered to be outstanding. It said that holders of enough securities to constitute the Requisite Consent Amount have advised American Skiing that they intend to approve the proposed amendments and the waiver. The company intends to execute and deliver the supplemental Indenture to the trustee promptly upon receiving notice from the trustee of the receipt of the necessary consents. Upon receipt of the required consents and the execution of the supplemental indenture, the proposed amendments will become effective and will be binding upon all holders. The company expects that the proposed amendments and the waiver will become effective within the next several days.

AZURIX CORP. (Ca/CC) said Tuesday (April 23) that it was increasing the total purchase price in its previously announced tender offer and consent solicitation for its dollar- denominated 10 3/8% Series B senior notes due 2007 and 10¾% Series B senior notes due 2010 to $900 per $1,000 principal amount of notes and was also upping the price for its sterling-denominated 10 3/8% Series A and B senior notes due 2007 to £900 per £1,000 principal amount. Azurix also is extending to 5:00 p.m. ET on April 26 the deadline by which noteholders must tender and consent to receive the consent payment of 1.5% of par that is included in the total purchase price, and also extending to 5:00 p.m. ET on May 7, the expiration date for the tender offer and consent solicitation, both deadlines subject to possible further extension. It said that noteholders who tender and deliver the related consents after the April 26 deadline will receive the increased total purchase price, minus the 1.5% of par consent payment, or a total of 88.5% of par. Although Azurix already has received tenders and consents from holders of a majority of its outstanding sterling notes, and has entered into a supplemental indenture relating to these notes, holders of the sterling notes who have not already tendered but do so by the extended consent deadline will be entitled to receive the consent payment. Tenders of the sterling notes are no longer revocable. The company said that noteholders who already have delivered (and not withdrawn) their tenders and consents do not need to take any further action to receive the increased total purchase price. Payments will be made for notes only if they are accepted for payment, which is subject to a number of conditions described in the Offer to Purchase and Consent Solicitation dated April 1, 2002, and the related Letter of Transmittal and Consent. AS PREVIOUSLY ANNOUNCED, Azurix - a Houston-based water utility wholly owned by Enron Corp. - said on April 2 that it had begun on April 1 a cash tender offer for the dollar-denominated 10 3/8% and 10¾% notes, as well as its outstanding sterling-denominated 10 3/8% Series A and Series B senior notes due 2007, plus a related solicitation of consents to proposed indenture changes. Azurix said the tender offer was undertaken in conjunction with its sale of Wessex Water Ltd. to a subsidiary of YTL Power International Bhd. Azurix is soliciting consents from the holders of these notes to amendments to the indenture governing these notes to permit the sale of Wessex without complying with the existing provisions and to eliminate certain covenants, restrictions and events of default, and a waiver of the timely filing of certain financial and other information. It set an expiration deadline for the offer at 5:00 p.m. ET on May 3, subject to possible extension, and initially set a consent deadline of 5 p.m. ET on April 15, which was subsequently extended. The company set a total purchase price for the notes of 88% of par (i.e., $880 per $1,000 principal amount, including a consent payment of 1.5% of par - $15 per $1,000 principal amount - for the dollar notes and £880 per £1,000 principal amount, including a consent payment of £15 per £1,000 principal amount, for the sterling notes), plus accrued and unpaid interest up to - but not including - the date of payment. The offer is conditioned on the registered holders of at least a majority of each series of the notes consenting to the proposed changes, with the Series A and Series B sterling-denominated notes together constituting one series. On April 15, Azurix announced that it had received tenders and consents from holders of a majority of its outstanding sterling-denominated 10 3/8% Series A and Series B notes. Azurix said that it had not yet received tenders and consents from holders of a majority of the holders of its dollar-denominated 10 3/8% and 10¾% notes, and was therefore extending the consent deadline to 5 p.m. ET on April 17, which was subsequently further extended. The tender offer deadline remained unchanged. Azurix also confirmed that its corporate parent, Enron Corp., had filed a motion with the United States Bankruptcy Court before which its chapter 11 proceeding is pending, to approve votes by its subsidiaries and employees in favor of Azurix's proposed sale of Wessex Water Ltd. A hearing on this motion is scheduled for May 2. On April 22, Azurix announced that it would extend the consent deadline to 5 p.m. ET of April 23 from April 19 previously. Azurix - which has already received the requisite amount of tenders and consents from the holders of its sterling-denominated 10 3/8% Series A and B senior notes due 2007 - said the expiration deadline for the tender offer for all of the notes would remain 5 p.m. ET on May 3, subject to possible extension. Salomon Smith Barney (call 800 558-3745) is acting as dealer manager of the tender offer. Mellon Investor Services (call 866/293-6625) is the information agent.

DAVITA INC. (DVA) (B2/B-) said on Tuesday (April 23) that it had revised the previously announced consideration to be paid in its cash tender offer for all of its outstanding 9.25% senior subordinated notes due 2011, in connection with the previously announced extension of the tender offer. It said that noteholders who tendered prior to the now-expired April 4 consent deadline will receive total consideration of $1,179.32 per $1,000 principal amount of the notes, including the previously announced $20 per $1,000 principal amount consent payment. Holders tendering after the consent deadline are to receive the tender offer consideration of $1,159.32 per $1,000 principal amount, but no consent payment. These prices assume an April 26 payment date. AS PREVIOUSLY ANNOUNCED, DaVita, a Torrance, Calif.-based provider of kidney dialysis services, said on March 15 that it was planning to repurchase up to 25 million shares of its common stock and any or all of its outstanding 9 ¼% notes, and said that it expected to enter into a new senior credit facility to finance these repurchases. It said the note repurchase would be made through a tender offer that would begin on March 20, but it did not initially announce an expiration deadline. The company said its tender offer would consist of the offer to purchase, subject to the funding of the new senior credit facility and other conditions to be set forth in the tender offer documents, of the outstanding notes at a price to be determined by reference to a fixed spread over the yield to maturity of certain U.S. Treasury Notes, plus accrued and unpaid interest up to, but not including, the date of payment for the notes. In connection with the note tender offer, DaVita said it would seek consents from the holders of the notes to amend the indenture governing the notes by eliminating substantially all restrictive provisions. Only holders of the notes consenting to the proposed amendments by validly tendering their notes as of the consent date would be eligible to receive the consent payment, unless DaVita were to extend that date. DaVita meanwhile said that the stock repurchase would also be made through a tender offer that would begin on March 20. The equity tender offer would not be contingent upon any minimum number of shares being tendered, but would be contingent upon the funding of the new senior credit facility and the completion of the tender offer for the notes and receipt of the requisite consents. Davita said it would be sending out materials on the separate tender offers shortly, and that stockholders would be able to obtain the offer to purchase and related materials with respect to the stock tender offer for free at the Securities and Exchange Commission's website at www.sec.gov. On March 21, DaVita said that it had begun its tender offer for any or all of its outstanding 9 ¼% notes, and the related solicitation of noteholder consents to proposed indenture changes, as well as a separate, but concurrent equity tender offer up to 24 million shares of its common stock (an amount subsequently reduced to 20 million shares). DaVita said the tender offer for the notes would expire at 9 a.m. ET on April 19, which was subsequently extended. The notes would be purchased at a price based on a fixed spread of 87.5 basis points over the yield to maturity of the reference security, the 4 5/8% U.S. Treasury Notes due May 15, 2006, three business days prior to the expiration date of the tender offer (the tentative pricing date would thus be April 16, although this too was subsequently extended). Holders would also receive accrued and unpaid interest up to, but not including, the date of payment for the notes. The purchase price is to include a $20 per $1,000 principal amount consent payment, to be made to those holders who consent to amending the notes' indenture by eliminating certain restrictive provisions by validly tendering their notes by the (now-passed) consent deadline of 5 p.m. ET on April 4, subject to possible extension. Tendered notes might not be withdrawn and consents might not be revoked after that deadline, except in certain limited circumstances. Completion of the tender offer and consent solicitation is conditioned upon the (now-fulfilled) requirement of DaVita's expected entrance into a new senior credit facility to finance the repurchase. DaVita said on April 5 that it had received the requisite consents from the holders of the 9¼% notes to the proposed indenture amendments by the consent deadline of 5 p.m. ET on April 4. On April 17, DaVita initially announced the consideration to be paid in note tender offer, setting it at $1,157.95 per $1,000 principal amount of notes, plus the consent payment of $20 per $1,000 principal amount for the holders of notes who tendered by the now-passed consent deadline of midnight ET on April 4, and at $1,137.95 per $1,000 principal amount for noteholders of notes who tendered after the expiration date of the consent solicitation period, although with the extended expiration deadline, the tender offer consideration and the total consideration were subsequently recalculated. DaVita further said that the supplemental indenture incorporating desired changes had been executed on April 16, after DaVita received consents to the proposed amendments holders of a majority of the aggregate principal amount of the notes. Credit Suisse First Boston Corporation (call the Liability Management Group, at either 212 538-8474 or 800 820-1653) and Banc of America Securities LLC (call 704 388-9217 or 888 292-0070) will serve as the dealer managers for the notes tender offer;

Georgeson Shareholder (call 866 800-0507) will serve as the information agent and The Bank of New York will serve as the Depositary. In the concurrent equity tender offer also announced by DaVita, the company initially said it would buy back up to 24 million shares via a "modified Dutch Auction" process (an amount subsequently reduced to 20 million shares). Under terms of the "modified Dutch Auction" procedure, the purchase price was initially planned to be between $20 and $25 per share (subsequently raised to a $22-26 per share range), net to the seller in cash, without interest (the closing sales price of DaVita's common stock on March 14, the day prior to DaVita's announcement of its intent to commence the stock and note tender offers, was $22.92 per share). Based on the number of shares tendered and the prices specified by the tendering stockholders, DaVita said it would determine the lowest single price per share within the price range that would allow it to buy 24 million shares, (now 20 million shares) or, if fewer shares are tendered, to buy all shares tendered and not properly withdrawn. All shares purchased will be purchased at the same price. Only shares tendered at or below this price will be eligible for purchase by DaVita. If the number of shares tendered is greater than the number sought, purchases will be made on a pro-rata basis from stockholders tendering at or below the purchase price. The share tender offer was initially also set to expire at 9 a.m. ET on April 19, but was subsequently extended as noted. The "modified Dutch auction" tender offer will be contingent upon the now-satisfied condition of funding of DaVita's new senior credit facility and upon the completion of the tender offer for the notes. DaVita's directors and executive officers have advised that they currently do not intend to tender shares under the equity offer. On April 19, DaVita announced that it had extended the tender offer for its 9 ¼% notes and the separate, but concurrent offer to purchase a portion of its common shares. The note tender offer, which was to have expired on April 19, would now expire at 9 a.m. ET on April 26, with the consideration for the note tender to again be determined on April 23, both subject to possible further extension. The equity tender offer, which also was to have expired on April 19, was extended to 9 a.m. ET on May 3. DaVita additionally said that the financing conditions to its offers to purchase the notes and the shares have now been satisfied as a result of the company's receipt of the commitments from its lenders for the funds necessary to purchase the shares and the notes, thus requiring DaVita to extend the note and share tender offer deadlines as outlined, according to regulations in the Securities Exchange Act of 1934. DaVita further announced that in connection with the equity tender, it would increase the price at which it will purchase the shares to within a $22 to $26 per share range (from a $20 to $25 range previously); it meanwhile reduced the maximum number of shares it plans to purchase to 20 million from the originally announced 24 million shares. The depositary for the equity offer has advised DaVita that as of April 18, all of the notes - but only approximately 53,000 of the common shares - had been validly tendered by their holders under the respective tender offers and not withdrawn. Credit Suisse First Boston Corporation will serve as the dealer manager for the stock tender offer. Georgeson Shareholder (call 866 800-0507) will serve as the information agent and The Bank of New York will serve as the depositary.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.