HEAFNER TIRE GROUP, INC. (Caa2/CCC+) said on April 12 that it had retired $121.4 million in bonds as a result of its recently completed debt tender offer. Heafner said the retirement would "significantly strengthen" its balance sheet, by increasing shareholder equity, including redeemable preferred stock, by approximately $59 million to $18 million, marking the first time that Heafner's shareholder equity has been positive since 2000. The completed tender offer reduces Heafner's long-term debt by 32%. It also will reduce the company's annual interest expense by about $8 million. AS PREVIOUSLY ANNOUNCED, Heafner, a Huntersville N.C. supplier of tires and automotive wheels, said on Feb. 5 that it was beginning a tender offer for all of its $150 million of 10% series D senior notes due 2008 notes (an amount subsequently modified) and said it would also solicit consents to the adoption of proposed indenture amendments aimed at eliminating most of the restrictive covenants and related events of default, as well as modifying certain other indenture provisions. Heafner initially set 5 p.m. ET on March 6 as the offer expiration deadline, which was subsequently extended. It said that tendered notes could be withdrawn, and consents could be revoked, at any time prior to the expiration date. Heafner initially said it would purchase the notes for $375 per $1,000 principal amount, plus accrued and unpaid interest (the prospective price to be paid was subsequently increased, and "modified Dutch auction" procedures instituted to set both the purchase price and the amount of notes to be purchased). It said there would be no separate consent payment. Holders of the notes who tender them would be considered to have consented to the indenture changes; a holder may not deliver a consent without concurrently tendering the notes. The offer was conditioned, among other things, upon Heafner's receipt of funds upon the completion of certain transactions that are part of a planned overall recapitalization plan for Heafner. Notwithstanding any other provision of the offer and the solicitation, Heafner's obligation to accept for purchase and to pay for notes validly tendered pursuant to the offer and the solicitation would be conditioned upon, among other things, the noteholders having validly tendered at least a majority of the outstanding notes by the expiration deadline, excluding any notes held by Heafner or its affiliates; the receipt by the company of the requisite number of duly executed consents to the proposed indenture amendments (representing not less than a majority of the notes); the execution of a supplemental indenture to the indenture, providing for the proposed amendments; the closing of each of the other transactions contemplated by Heafner's recapitalization plan and the receipt by Heafner of the net proceeds from these transactions; and the satisfaction of other conditions in the official offering statement. On March 7, Heafner extended the deadline and said that up to that date, $15 million of the notes had been tendered and not withdrawn. On March 11, Heafner said that it had extended the expiration deadline to 5 p.m. ET on March 25, from the previous March 11 deadline, subject to possible further extension, and had amended the terms on the offer, as well as the proposed indenture changes to which consents are being solicited. The offer was amended to reduce the total amount of notes sought for purchase from the originally announced $150 million (i.e., all of the outstanding notes) to between $105 million and $126 million. The price to be offered for the notes, which was initially announced at $375 per $1,000 principal amount, plus accrued but unpaid interest, would now be determined via "modified Dutch auction" process, and be in the range of $450 to $530 per $1,000 principal amount, plus accrued plus unpaid interest. Under terms of the amended offer, holders of notes would be permitted to tender their notes at prices within the designated price range, or without naming a price (in which case the holder would be deemed to have tendered at the lowest price in the price range). Heafner said it would select as its purchase price the single lowest price that would enable the company to purchase the amount of notes to be purchased under the amended offer. Notes accepted for purchase under terms of the amended offer would be accepted in the order of the lowest to highest tender prices specified by tendering holders within the designated price range. Notes tendered at the purchase price would be subject to proration, and notes tendered above the purchase price would not be purchased. Heafner said it would pay the same purchase price for all notes accepted for purchase under the modified Dutch auction procedure. Heafner said on March 22 that it was extending its previously announced tender offer for the 10% notes and the related solicitation of noteholder consents to proposed indenture changes, so that the offer would now expire at 5 p.m. ET on March 26, subject to possible further extension, instead of the previous March 25 deadline. It said that Holders of notes could tender or withdraw notes and consent to the proposed indenture amendments until the extended deadline. On March 27, Heafner said it had it completed its dutch auction tender offer and consent solicitation; a total of $121.4 million principal amount of the 10% notes were tendered and consents received for 79% of the outstanding principal amount of the notes. The price set in the dutch auction that Heafner would pay for the notes was set at $535 per $1,000 principal amount, the top end of the $450-to-$535 range Heafner said it would accept. Holders were also to receive accrued but unpaid interest.

MAXCOM TELECOMUNICACIONES, SA DE CV said Thursday (April 11) that it had extended its previously announced offer to offer the holders of its 13¾% series B senior notes due 2007 a package of new senior notes and equity certificates in exchange for their outstanding notes. That offer, which was to have expired on April 11, will now expire at 5 p.m. ET on April 16, subject to possible further extension. As of the close of business on Thursday, 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. 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 notes and equity for its outstanding $275 million of 13¾% notes. The company initially said the exchange offer will run through 5 p.m. ET on April 11, although this was subsequently extended. Maxcom said that in exchange for the existing notes, it is 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 will 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, will have an initial liquidation preference of US$0.4927 per share, and limited voting rights. As part of the exchange offer, Maxcom said it is 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 plans 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 is 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 said the exchange offer is conditioned, among other things, on the tender of at least 95% of the outstanding 13¾% Series B senior notes, 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, certain shareholders of Maxcom and other investors have 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.Bank of New York has been appointed as the Exchange Offer Agent. Citigate Dewe Rogerson (call Lucia Domville at 212 419-4166) is 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 866 811-4114.

PANAVISION INC. (PVI) said on Tuesday (April 9) that it had terminated its previously announced tender offer for its outstanding 9 5/8% senior subordinated discount notes due 2006. AS PREVIOUSLY ANNOUNCED, Panavision, a Woodland Hills, Calif.-based maker of high precision camera systems for the motion picture and television industries, said on April 1 that it had begun a tender offer for the 9 5/8% notes, which was to have expired at midnight ET on April 25, subject to possible extension. Panavision further said that it was also soliciting consents to proposed amendments to the notes' indenture, which would eliminate or modify many of the restrictive covenants and delete certain events of default contained in the indenture. The company set a consent deadline of 5 p.m. ET on April 9, subject to possible extension. Holders tendering their notes would be required to consent to the proposed amendment. In order for the proposed amendments to become effective, Panavision said it would have to obtain the consent of holders of at least a majority in principal amount at maturity of the outstanding notes. Panavision said it would pay a $30 per $1,000 principal amount consent payment to those holders tendering by the consent deadline (as part of overall total consideration of $650 per $1,000 principal amount plus accrued and unpaid interest up to, but not including, the date of payment for the notes). Tenders of notes and the related consents may be withdrawn only under the circumstances described in the offer to purchase. The offer is conditioned upon, among other things, obtaining receipt of sufficient financing to consummate the offer.

DAVITA INC. (DVA) (B2/B-) said on April 5 that it had received the announced that it had received the requisite consents from the holders of its 9¼% senior subordinated notes due 2011 to proposed indenture amendments by the consent deadline of 5 p.m. ET on April 4, under its previously announced tender offer for the bonds and related consent solicitation. 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 9¼% 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 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 9¼% 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. DaVita said the tender offer for the notes would expire at 9 a.m. ET on April 19, subject to possible extension. The notes are to 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 4.625% 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, subject to possible change). Holders would also receive accrued and unpaid interest up to, but not including, the date of payment for the notes. The purchase price includes 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 DaVita's expected entrance into a new senior credit facility to finance the repurchase. 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 will buy back up to 24 million shares via a "modified Dutch Auction" process under which the purchase price will be between $20 and $25 per share 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 will determine the lowest single price per share within the price range that would allow it to buy 24 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 will also expire at 9 a.m. ET on April 19, subject to possible extension. The "modified Dutch auction" tender offer will be contingent upon the funding of DaVita's new senior credit facility and 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. 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.

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