CONSOLTEX INC. said Friday (Feb. 8) that it had received sufficient noteholder consents to proposed waivers and indenture amendments under its previously announced exchange offer for its outstanding 11% series B senior subordinated notes due 2003, and a related solicitation of noteholder consents to proposed waivers and indenture amendments. The consents were received by the now-passed consent deadline of 5 p.m. ET on Jan. 30. The company said the tender offer would thus continue, either until its 5 p.m. ET Feb. 8 deadline, or it might be extended for "a couple of days" beyond that. AS PREVIOUSLY ANNOUNCED, Consoltex, a Quebec, Canada-based textile and packaging company, and New York-based affiliate CONSOLTEX (USA) INC., said Jan. 10 that they had begun an exchange offer for the company's outstanding 11% series B senior subordinated notes due 2003, and a related solicitation of noteholder consents to proposed waivers and indenture amendments. They set the expiration deadline for the exchange offer at 5 p.m. ET on Feb. 8, and set 5 p.m. ET on Jan. 30 as the now-expired consent deadline, both subject to possible extension. Holders of the existing notes are being offered a choice of two packages of new 11% senior subordinated pay-in-kind notes due 2009 and cash. One is for $935 principal amount of the new notes per $1,000 principal amount of the existing notes, plus an additional $55 of the new notes for all of the accrued, but unpaid interest on the existing notes through the date of the exchange offer. The other is for $573.63 principal amount of new notes plus $46.38 in cash per $1,000 principal amount of the existing notes, plus $33.74 principal amount of the new notes for the accrued and unpaid interest on the existing notes. Interest on the new notes will be payable either in cash or in additional notes, at the company's option, starting with the April 1 payment and continuing through April 1, 2005, and will be payable in cash after that. Consoltex Inc. and Consoltex (USA) are both subsidiaries of Consoltex Holdings Inc., which in turn is wholly owned by AIP/CGI Inc., which also holds 28.875% of the outstanding existing notes. The exchange offer is subject to conditions, including the tender of at least 95% of the notes not held by AIP/CGI by the expiration date, and the delivery of consents to the proposed indenture amendments and waivers by the holders of at least a majority of the non-AIP/CGI notes by the consent deadline. If the minimum tender is received and certain other conditions are satisfied or waived, AIP/CGI has agreed to contribute its existing notes to Consoltex Holdings, which will in turn contribute the notes to Consoltex Inc. and Consoltex (USA), in exchange for Consoltex common shares and contributed surplus of Consoltex (USA). Such a transaction would take place promptly after the expiration deadline. Consoltex further said that in December, it entered into agreements with the holders of 70.83% of the existing outstanding notes not held by AIP/CGI, under which the company agreed to begin the tender offer and consent solicitation, and those noteholders agreed to tender their notes and deliver the required consents. The proposed waivers the noteholders are being asked to agree to would waive all defaults under the existing indenture, including Consoltex's default for failure to make the Oct. 1 interest payment on the notes, and for failure to file a quarterly report with the Securities and Exchange Commission for the quarter ended Sept. 30, 2001. The proposed amendments would eliminate substantially all of the restrictive covenants in the existing indenture and would release the subsidiary and parent guarantees of the existing notes. If the exchange offer and consent solicitation are completed, any existing notes not tendered for exchange will not be affected by the payment default waiver, but will be subject to the reporting default waiver and the proposed amendments. Holders who tender their notes under the offer are automatically deemed to have also delivered their consents to the proposed waivers and indenture changes, and vice versa. A previously delivered consent may be revoked only by withdrawing the tender of the related existing notes under terms of the tender offer. Existing notes tendered prior to the consent deadline may be withdrawn (and the related consent therefore revoked) at any time up to the consent deadline, but not afterward. Existing notes tendered after the consent deadline may be withdrawn (and the related Consent therefore revoked) at any time prior to the expiration of the exchange offer. Consoltex's obligation to accept for exchange any validly tendered existing notes is subject to, among other customary conditions, the receipt of the minimum tender and the minimum consent, the execution and delivery by the issuers and other relevant parties of a supplemental indenture putting into effect the proposed waivers and amendments, and the proposed new credit facility. The exchange agent for the exchange offer and consent solicitation is U.S. Bank, NA.

ADVANTICA RESTAURANT GROUP, INC. (DINE) (B3/C) said on Thursday (Feb. 7) 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. 8, subject to further extension, from the originally previous Feb. 6 deadline. It said that so far, approximately $64.1 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.

NL INDUSTRIES, INC. (NL) (B1/BB-) said Wednesday (Feb. 6) that it has given notice of its intention to redeem $25 million principal amount of its 11¾% senior secured notes due 2003 to the notes' trustee, JPMorgan Chase Bank, which is also paying agent for the redemption. The Houston-based chemical company, which is a major international producer of titanium dioxide pigments, said the notes will be redeemed on Mar. 22 at the current call price of par. Following the redemption, it is estimated that approximately $169 million of the notes will remain outstanding.

UNITEDGLOBALCOM INC. (UCOMA) (Ca/B+) said Feb. 5 in a Securities and Exchange Commission 8-K filing that the previously announced cash tender offer mounted by IDT United Inc. for all of UnitedGlobalCom's outstanding 10¾% senior secured discount notes due 2008 (as part of transactions aimed at giving IDT United's corporate parent, LIBERTY MEDIA CORP. (L) (Baa3/BBB-) control of

UnitedGlobalCom) had expired as scheduled at 5 p.m. ET on Feb. 1, with no further extension. UnitedGlobalCom said it had been advised by the depositary for the offer that as of that expiration deadline, holders had validly tendered and had not withdrawn notes representing $1.375 billion aggregate principal amount at maturity (100%) of the notes. AS PREVIOUSLY ANNOUNCED, IDT United, a corporation formed by IDT Venture Capital Corp. and Liberty UGC Bonds, Inc., the latter a wholly-owned subsidiary of Liberty Media, (Baa3/BBB-), said on Dec. 21 that it had begun a cash tender offer for all of the $1.375 billion (face amount at maturity) of outstanding 10¾% discount notes issued by UnitedGlobalCom, a Denver-based international broadband communications provider. The tender offer and related consent solicitation was undertaken by Liberty under terms of the definitive agreements relating to United's transaction with Liberty, an Englewood, Colo.-based company with interests in international and domestic video programming, communications, technology and Internet businesses, which were signed on Dec. 3, under which Liberty would take a 76% stake in UnitedGlobalCom in exchange for an $896.1 million exchangeable loan, $200 million in cash, $1.44 billion in notes and other items (upon completion of the transaction, all of Liberty's interests in IDT United would be sold to New UnitedGlobalCom, Inc., in exchange for the assumption of Liberty's indebtedness to United and/or cash). IDT United initially said the tender offer would expire at midnight ET on Jan. 22, a deadline which was subsequently extended, and initially set midnight ET on Jan. 9 as the deadline for holders to be eligible to receive a payment for consenting to proposed indenture changes and to the termination of related pledge agreements. Tendering the notes would be considered to be automatically granting consent. It initially set a purchase price of $250 per $1,000 principal amount at maturity, including s $20 per $1,000 consent fee for holders tendering their notes by the consent deadline. On Jan. 14, IDT United announced that it had increased the purchase price of the notes to $360 per $1000 principal amount at maturity, up from $250, and it eliminated the separate consent payment portion of the consideration for holders who had tendered by the Jan. 9 deadline. IDT United also said that it had amended the consent solicitation portion of the offer and was seeking consents from the noteholders to the waiver of any defaults or events of default under the notes' indenture or related pledge agreements, and to the waiver of compliance with pledge agreements and the provisions of the indenture scheduled to be deleted as a result of the consent solicitation. On January 18, it announced a higher purchase price for the notes of $400 per $1,000 principal amount at maturity (from $360 previously), and extended the offer to 5 p.m. ET on Feb. 1, subject to possible further extension. On Jan. 23, it said that the consent condition of the tender offer had been satisfied, with the tender, as of 5 p.m. ET on January 23, of $1,010,576,000 aggregate principal amount of the notes at maturity, plus consents to proposed indenture changes and approvals of waivers which it was seeking, which satisfied the condition of receipt of tenders and consents from the holders of at least two-thirds of the notes. Under terms of the offer, withdrawal rights were then eliminated. On Jan. 24, IDT United said that it had waived all remaining unsatisfied conditions of the tender offer, and had notified the depositary for the offer that it would accept for payment all notes validly tendered as of 5 p.m. ET on Jan. 23. It also said it would accept for payment all notes validly tendered after that time, up to the scheduled expiration deadline on Feb. 1). UnitedGlobalCom announced separately on Jan. 24 that as of 5 p.m. ET on Jan. 23, $1,059,011,000 of the notes (approximately 77% of the outstanding principal amount at maturity) had been tendered to IDT United and accepted for purchase. UnitedGlobalCom also said that it had signed a supplemental indenture agreement with the notes' in denture trustee to effect the removal of covenants from the indenture, the release of liens and the waiver of any defaults of default which have or may have occurred, or which may occur, under the indenture. UnitedGlobalCom further entered into an agreement with the collateral agent that terminates pledge agreements effective upon the purchase of the notes, and the collateral will be released to UnitedGlobalCom upon the purchase of the notes. On Jan. 30, UnitedGlobalCom announced the completion of its previously announced transaction with Liberty Media. It said that immediately following the merger, Liberty contributed to UnitedGlobalCom approximately $1.435 billion and €263.1 million aggregate principal of publicly traded bonds issued by UnitedGlobalCom's 53%-owned subsidiary, Amsterdam-based broadband and cable operator UNITED PAN-EUROPE COMMUNICATIONS N.V. (UPCOY) (Ca/C or Ca/D), as well as approximately $891.7 million current principal amount of convertible notes issued by UnitedGlobalCom subsidiaries Belmarken Holding BV and United Pan-Europe Communications (as co-obligor) (Liberty Media had tendered for a number of issues of United Pan-Europe bonds under an offer which was successfully completed on Nov. 6). The IDT United tender offer for UnitedGlobalCom's 10¾% notes was conditioned upon the now-fulfilled condition of its receipt by IDT United of valid tenders (not subsequently withdrawn) from the holders of at least two-thirds of the aggregate principal amount at maturity of the UnitedGlobalCom notes, and other conditions outlined in the offer documents. Salomon Smith Barney (800 558-3745) was the dealer manager and solicitation agent for the tender offer and related consent solicitation. Mellon Investor Services (888 788-1979) was the information agent and depositary for the offer.

PULTE HOMES, INC. (PHM) (Baa3/BB+) said Feb. 1 that its previously announced exchange offer for its outstanding 7 7/8% notes due 2011 had been completed. AS PREVIOUSLY ANNOUNCED, Pulte, a Bloomfield, Hills, Mich.-based homebuilder, said on Dec. 21 that it would exchange the $500 million of existing notes for a like amount of new publicly tradable notes, with the exchange slated for Jan. 31. Separately, Pulte said on Dec. 6 that its fully-owned DEL WEBB CORP. subsidiary, a Phoenix-based builder of adult communities, had given notice of its choice to redeem all of its outstanding 9¾ % senior subordinated debentures due 2008 on Jan. 15 at a redemption price of 104.875% of the principal amount. It said that interest on the bonds will cease to accrue on and after the redemption date. Pulte said on Jan. 15 that the redemption of the Del Webb notes had become effective, with all $150 million of the notes having been redeemed and none remaining outstanding.

CARRIER1 INTERNATIONAL SA (CONE) (C/nr) said Feb. 1 that it had terminated its previously announced offers to purchase its outstanding dollar- and euro-denominated 13¼% senior notes due 2009 for cash and shares. The company said that since it had begun the offers, its business has deteriorated, including the termination of a disputed long-term contract with one of its major customers. Carrier1 said that as of Jan. 29, it had approximately $90.7 million of cash, cash equivalents, restricted cash and available-for-sale securities, but with "a substantial portion" of that amount held by the company's operating subsidiaries, it is not available to the company for the purpose of funding offers. Accordingly, Carrier1 determined that it is not permitted by the laws of Luxembourg, where it is incorporated, to issue the shares required in the offers because the notes do not meet certain valuation requirements under Luxembourg law for the issuance of shares. As a result, it concluded, "an essential condition of the Offers cannot now be fulfilled." AS PREVIOUSLY ANNOUNCED, Carrier1, a Luxembourg-based telecommunications company, said Nov. 6 that its wholly owned Carrier1 Finance Ltd. subsidiary would launch tender offers for the company's €85 million 13¼% euro-denominated senior notes and its $160 million of dollar-denominated 13¼% senior notes, both due 2009, and would also begin related consent solicitations for amendments to the notes' indentures. The company set an expiration deadline of 11:59 ET on Dec. 5. Carrier1 said the tender offers would be conditioned upon the receipt of tenders for more than half of the outstanding dollar- and euro-denominated notes, taken individually, and other standard conditions. The company also sought noteholder adoption of the proposed indenture changes, which, among other things, would eliminate or modify certain of the restrictive covenants of the notes, including certain restrictions on asset sales, changes of control, mergers and consolidations. On Dec. 6, Carrier1 said that the tender offers and consent solicitations had expired, and that no purchases of notes would be made under the tenders because certain (unspecified) conditions were not met. It further said that it would "consider all and any alternatives with regard to its capital structure in order to achieve the financial and operating flexibility required to pursue strategic opportunities." On Jan. 4, Carrier1 said it was beginning new exchange offers and related consent solicitations for the high yield notes, following the failure of the earlier tender attempt. The new offer was scheduled to expire at 11:59 P.M. ET on Feb. 1, subject to possible extension. The company offered the same cash payment as in the earlier offer, $182.50 per $1,000 principal amount of the dollar-denominated notes, €182.50 per €1,000 principal amount of the euro-denominated notes, plus accrued interest for both through Dec. 5. In addition, it sweetened the deal with an offer of up to 40% of its equity, assuming 100% noteholder participation, to be distributed to tendering holders on a pro-rata basis. The company said it already had "irrevocable commitments" from its holders to tender a majority of both the euro- and the dollar-denominated notes, and said that it expected to satisfy the minimum condition that more than 50% of each series of notes be tendered. The dealer-manager for the November-December tender offer was Morgan Stanley & Co. International Ltd. As was the case with the November-December tender offer, D.F. King & Co. Inc. (800 488-8035 in the U.S., 212 493-6952 outside the U.S.) remained the U.S. information agent for the new tender offer, the European information agent remained D.F. King (Europe) Ltd (44 20-7920-9700).

MAXCOM TELECOMUNICACIONES, SA DE CV said on Jan. 31 that it had reached an agreement in principle on a restructuring plan with an informal committee of bondholders, who hold the majority of its outstanding debt. The restructuring plan would reduce the Mexico City-based facilities-based competitive local telecommunications exchange carrier's debt by 36% to $175 million, impacting positively on its annual debt service by $38 million over each of the next four years. Under terms of the agreement, bondholders representing over 56% of the company's outstanding senior notes have agreed to the terms of the restructuring plan and will tender their notes as part of the agreement. Maxcom's remaining outstanding $275 million principal amount of 13.75% senior notes due 2007 (out of $300 million originally issued in 2000) will be exchanged for $175 million principal amount of new zero-coupon/10% senior notes due Mar. 1, 2007. The new notes will bear no interest through Mar. 1, 2006, stepping up to a 10% coupon, payable semiannually, in the final year. Besides the new notes, the company will issue new series A convertible preferred stock to the bondholders upon completion of the exchange offer, representing about 15% of Maxcom's outstanding capital stock (prior to dilution of existing options and warrants). As part of the exchange offer, Maxcom will solicit consents to amend the indenture of the outstanding senior notes, eliminating substantially all of the restrictive covenants and certain events related to default. If the exchange offer is completed before April 1 - the next interest payment date on the outstanding senior notes - bondholders will also have the option to receive either cash in an amount equal to what they would have received as interest payment, or additional new series A convertible preferred stock. Further, Maxcom will cancel its $25 million proprietary position on the outstanding senior notes repurchased in 2001. The company anticipates that the exchange offer and consent solicitation will take effect "as soon as feasible," but did not otherwise give details as to likely timing. Apart from the exchange offer for the outstanding high yield bonds, the recapitalization plan includes the investment by a group of investors, led by some of the existing shareholders, of up to $70 million in additional equity capital to fund ongoing capital spending and customer acquisition costs. In exchange for the $70 million the investing stakeholders will be given new series B convertible preferred stock, which will represent 77.5% of Maxcom's outstanding capital stock. The $70 million investment, which is conditioned to the completion of the exchange offer for the senior notes, will be disbursed in two tranches: $50 million upon the completion of the exchange offer, and $20 million during the following year at the company's choice. The completion of the restructuring plan and the additional $70 million investment is subject to certain conditions, including the exchange of at least 95% of the outstanding senior notes and certain Mexican regulatory approvals. Akin, Gump, Strauss, Hauer & Feld, LLP is counsel to the informal bondholders committee.

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