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Published on 1/2/2002 in the Prospect News High Yield Daily.

STATER BROS. HOLDINGS INC. (B2/B-) said Wednesday (Jan. 2) that it had increased the payment it is offering the holders of its 10.75% senior notes due 2006 under its previously announced consent solicitation to $7.50 per $1,000 principal amount from $3.75 per $1,000 previously. Holders who had already delivered consents under the original payment scheme are not required to take any additional action to receive the increased payment All other terms of the consent solicitation are unchanged, and the solicitation expires at 5 p.m. ET on Jan. 4. Banc of America Securities LLC (toll-free at 888 292-0070 or collect at 704 388-4813) is the exclusive solicitation agent. AS PREVOUSLY ANNOUNCED, Stater Bros., a Colton, Calif.-based supermarket chain operator, said Dec. 19 that it would solicit the consent of the holders of its 10.75% notes to making a distribution and payments to its stockholders consisting of $25 million in cash and $20 million of 5% subordinated notes due 2007. Stater gave no timetable for the proposed solicitation other than saying that it expected to begin it during December.

KB HOME (KBH) (Ba2/BB+) said Monday (Dec. 31) that it had redeemed all of its outstanding 9 3/8% senior subordinated notes due 2003 (Ba3/BB+), retiring the issue. AS PREVIOUSLY ANNOUNCED, KB Home, a Los Angeles-based homebuilder, said on Nov. 30 that it would redeem all of the $175 million of 9 3/8% notes at par, plus accrued and unpaid interest up to the date of redemption, on Dec. 31. It designated State Street Bank and Trust Company of California, NA as paying agent for the transaction. Earlier that same day, KBH sold a $200 million issue of new 8 5/8% senior subordinated notes. There was no official word that the proceeds of the note offering would be used to fund the redemption of the 9 3/8% debt, although it is believed that this is what took place.

THE KRYSTAL CO. (B3/B) said Monday (Dec. 31) that it had successfully completed its previously announced tender offer for a portion of its outstanding 10¼% senior notes due 2007, which expired as scheduled on Dec. 28 with no further extension. As of the expiration date, a total of $30.871 million of the notes had been tendered in the offer. The company said the clearing price for the notes under its "modified Dutch auction" procedure would be $800 per $1,000 principal amount; notes tendered at less than that price or with no price specified will be paid at $800 per $1,000, while notes tendered at the clearing price will be accepted on a pro-rata basis, based on an acceptance percentage of 73.3%. Holders whose notes are accepted will also receive accrued and unpaid interest up to, but not including, the settlement date. All notes not accepted for purchase will be promptly returned to their holders. Acceptance of the notes is expected on Jan. 3. AS PREVIOUSLY ANNOUNCED, Krystal, a Chattanooga, Tenn.-based restaurant chain operator, said Nov. 16 that it had begun a "modified Dutch auction" tender offer for up to $30 million of the 10¼% notes, which on Dec. 14 was reduced to $27 million. It initially invited holders to submit offers to sell the notes, at a price determined by each holder, within a range of $600 to $650 per $1,000 principal amount; on Dec. 14, it announced the price range was raised to $700 to $800. It said holders whose notes were accepted for purchase would also receive accrued and unpaid interest upon consummation of the tender offer. The tender offer was originally scheduled to expire at 5:00 p.m. ET on Dec. 17, but was subsequently extended to Dec. 28. Krystal said tenders of notes could be made or withdrawn at any time prior to the expiration date, and said there was no condition that a minimum principal amount of notes be offered for sale. It said that under the "modified Dutch auction" procedure, the company would first accept notes offered for sale not specifying an offer price or specifying the lowest price in the announced range, and then would continue accepting offers to sell notes in order of increasing offer price, until Krystal had accepted its maximum intended purchase amount, excluding accrued interest. The company said it would pay all holders whose offers are accepted a "clearing price" (i.e., the highest price offered for notes that are accepted for purchase), even if that price were higher than the price offered by such holder. If the aggregate principal amount of notes offered at the clearing price were to exceed the maximum intended purchase amount, acceptances of offers at the clearing price would be allocated among holders on a pro-rata basis according to the principal amount so offered. Notes tendered above the clearing price would not be accepted. Krystal Company said it intended to finance the purchase of notes through a sale-and- leaseback transaction involving a total of approximately 38 of its restaurant properties. It said its obligation to purchase notes would be subject to, among other things, the availability of sufficient funds to complete the purchase of notes offered for sale and the obtaining of a new senior credit facility on terms acceptable to the company. At the time the tender offer was first announced, the company said it had not obtained any firm commitments related to the sale and leaseback transaction or new credit facility, and could give no assurance that any such commitments would be obtained in the future. Banc of America Securities LLC (call toll-free at 888 292-0070 or collect at 704 388-4813) was the exclusive dealer manager for the tender offer; SunTrust Bank was the depositary, and D.F. King & Co., Inc. (call 212 269-5550 or collect at 800 488-8095) was the information agent.

MOLL INDUSTRIES, INC. (Caa3/C) said Monday (Dec. 31) that it had closed its previously announced tender offer for a portion of its outstanding 10.5% senior subordinated notes due 2008 and the related solicitation of noteholder consents to proposed indenture changes, which expired at 5 p.m. ET on Dec. 28, without further extension. As of the expiration, the company had received tenders from the holders of $28.825 million of the notes, and had received consents (without tenders) from the holders of $68.89 million of the notes, representing the consents from the holders of at least a majority of the outstanding notes. The company and the notes' indenture trustee executed and delivered a supplemental indenture incorporating the desired changes. Moll also said that it had completed its debt restructuring, including an amendment to its existing senior credit facility and a waiver of the default under that facility's fixed charge coverage covenant. The restructuring also includes a new $33 million mezzanine multi-draw debt term loan facility, a portion of which will is being used to fund the tender offer and consent solicitation. AS PREVIOUSLY ANNOUNCED, Moll Industries, a Davie, Fla.-based maker of custom molded and assembled plastic components, announced Sept. 19 that it had commenced a tender offer for up to $66.5 million principal amount of its outstanding $116.5 million principal amount of 10.5% Series B notes, along with a related solicitation of consents to the proposed elimination of substantially all of the covenants of the company contained in the note indenture (other than the covenants requiring the payment of the principal, premium, if any, and interest on the notes, and later, as noted below, the change-of-control buyback offer provision). The indenture changes also include the proposed elimination the default provisions contained in the indenture that relate to such covenants and to modify the definition of the term "subsidiary" contained in the indenture to exclude entities organized in non-U.S. jurisdictions. Moll originally set Oct. 2 as the consent deadline and Oct. 17 as the expiration deadline, both of which were subsequently extended). Moll initially said that noteholders would have four options: A) Tender their notes by the consent date; holders of notes that are validly tendered and not withdrawn prior to the consent date would receive a payment of $200 per $1,000 principal amount of notes accepted for purchase, plus a consent payment of $2.50 per $1,000 principal amount, plus accrued and unpaid interest to the purchase date. B) Consent to the proposed amendments by the consent date without tendering; holders of in this category would receive the consent payment only. C) Decline to validly tender or consent; holders of notes in this category would not be eligible to receive the purchase price or the consent payment. Moll also originally offered a fourth option D) (which is now no longer viable because the consent and tender offer deadlines are the same) Tender the notes after original Oct. 2 consent date, but by the original Oct. 17 expiration date; holders of notes validly tendered and not withdrawn after the consent date, but by the expiration date, would have been slated to receive the purchase price for notes that are accepted for purchase, plus accrued and unpaid interest, but no consent payment. Moll said that if more than $66.5 million principal of notes were validly tendered and not withdrawn on or prior to the expiration date, the company would accept notes on a pro-rata basis. Tendering notes would also constitute the delivery of a consent, even if the notes were not accepted for purchase because the offer was over-subscribed. Holders of notes validly tendered but not accepted due to over-subscription would be paid the consent payment. Tenders could be withdrawn at any time on or prior to the expiration date. Consents could be withdrawn at anytime prior to receipt of the requisite consents (defined as the receipt of consents from a majority of holders of outstanding notes) and the resultant execution of the supplemental indenture. Moll announced on Oct. 11 that holders representing a majority of the outstanding principal amount of the notes had agreed to deliver their consents to the proposed amendments. The company further said at that time that the proposed indenture changes had been amended to remove the reference to that section of the indenture which required it to offer to repurchase the notes at a price of 101% of principal in the event of a change of control, which was supposed to have been eliminated along with other restrictive indenture provisions. Therefore, it said, notwithstanding the receipt by the company of the requisite consents and the execution of a supplemental indenture incorporating proposed indenture changes, holders of the notes would continue to have the protection of the change-of-control covenant of the indenture. The offer was conditioned on the closing of requisite financing, the now-fulfilled condition of receipt of requisite consents to the proposed amendments and other customary conditions. Banc of America Securities LLC (704 388-2842 or 888 292-0070) was the exclusive dealer manager for the offer. D.F. King & Co., Inc. (212 269-5550 or 800 207-3155) acted as information agent. State Street Bank and Trust Co. was the tabulation agent.

AVIATION SALES CO. (AVIO)(Ca/nr) said Dec. 26 that it had set Dec. 28 as the record date for a consent solicitation among the holders of its 8 1/8% senior notes due 2008. The company said the noteholders will be asked to consent to certain modifications to the notes' indenture, in connection with a previously announced planned note exchange offer which is part of a restructuring effort. It also filed registration statements relating to the planned note exchange - as well as a proposed rights offering - with the Securities and Exchange Commission. AS PREVIOUSLY ANNOUNCED, Aviation Sales, a Greensboro, N.C.-based provider of aviation maintenance, repair and overhaul services for major commercial airlines, said on Nov. 30 that its bank lenders had recently approved a debt restructuring plan under which the holders of its $165 million of outstanding 8 1/8% notes would exchange their notes for $10 million in cash, $100 million in new 8% five-year payment-in-kind notes and 15% of the equity in the reorganized company. Holders of 73.02% of the outstanding notes agreed in August to support the plan, and also agreed to waive the default arising because Aviation Sales did not pay the interest due on the notes on Aug. 15. Aviation Sales said that to achieve the note restructuring and accompanying equity rights offering, it must achieve approval of a majority of its current stockholders, and 80% of the holders of the existing notes must tender their securities and consent to remove all covenants, except the obligation to pay principal and interest. The company said that if it does not complete the note exchange and rights offering, it may have to seek bankruptcy protection. It gave no projected timetable for its planned note exchange offer and consent solicitation.


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