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Published on 2/27/2002 in the Prospect News High Yield Daily.

ADVANTICA RESTAURANT GROUP, INC. (DINE) (B3/C) said on Monday (Feb. 25) that it had extended its previously announced exchange offer for its existing 11.25% senior notes due 2008 to 5 p.m. ET on March 1, subject to further extension, from the previous Feb. 22 deadline. It said that so far, approximately $64.8 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 tender amount, the company would allocate the new notes to the tendering noteholders 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.

AVIATION SALES CO. (AVIO) (Ca/nr) on Monday (Feb. 25) announced the results of its previously announced exchange offer for its outstanding 8 1/8% senior notes due 2008 and the related consent solicitation. As of the expiration of the offer at 5 p.m. ET on Feb. 22, $148.753 million of the notes (90.1% of the outstanding amount) had been tendered under the offer, fulfilling the 80% minimum-tender requirement. The note exchange is expected to close on Feb. 28. The company also announced the completion of certain equity transactions related to the overall restructuring of which the note exchange was one component. 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, would have to achieve approval of a majority of its current stockholders, and 80% of the holders of the existing notes would have to tender their securities and consent to remove all covenants, except the obligation to pay principal and interest. The company said that if it were not to complete the note exchange and rights offering, it might have to seek bankruptcy protection. It initially gave no projected timetable for its planned note exchange offer and consent solicitation, but then said on Dec. 26 that it had set Dec. 28 as the record date for the consent solicitation among the holders of the 8 1/8% notes. Aviation Sales said the noteholders would be asked to consent to certain modifications to the notes' indenture, in connection with the previously announced planned note exchange offer. It also filed registration statements relating to the planned note exchange â€" as well as a proposed rights offering - with the Securities and Exchange Commission. On Jan. 15, Aviation Sales said that it had begun its previously announced note exchange offer and consent solicitation. It said the new PIK notes being offered as part of the package would mature in 2006, and said the equity component of the package would include shares of the company's post-reverse split common stock and warrants to purchase additional common. The offer and the solicitation were originally scheduled to expire Feb. 20, although this deadline was subsequently extended. It said the exchange offer would be subject to fulfillment of certain conditions, including the receipt of tenders from holders of at least $132 million of the existing notes (80% of the outstanding amount), completion of an associated rights equity offering announced simultaneously with the note exchange offer, and the receipt of stockholder approval for each of the parts of the offering.

RAILAMERICA, INC. (RRA) (B1/B+) said Monday (Feb. 25) that its wholly owned subsidiary, RAILAMERICA TRANSPORTATION CORP., had extended its previously announced tender offer for all of its outstanding 12 7/8% Series A and B senior subordinated notes due 2010, as well as the related solicitation of noteholder consents to proposed indenture amendments. The offer and solicitation, which were to have expired at 5 p.m. ET on Feb. 25, will now both expire at 5 p.m. ET on March 11. AS PREVIOUSLY ANNOUNCED, RailAmerica, a Boca, Raton, Fla.-based operator of short line and regional freight railroads, said Jan. 4 that RailAmerica Transportation Corp. had begun the offer to purchase all $130 million of the outstanding 12 7/8% notes for cash, as well as the related consent solicitation. It initially set the consent deadline for Jan. 18 and set the tender offer expiration for Feb. 4, both subject to possible extension. On Jan. 18, the company announced the extension of the consent solicitation portion of the offer to Feb. 4, to coincide with the expiration of the offer (the deadline was subsequently extended again). The company initially set the total consideration to be paid for notes tendered and consents delivered by the consent deadline at $1,100 per $1,000 principal amount, plus accrued and unpaid interest, and said the total consideration would consist of the tender offer consideration of $1,085 per $1,000 principal amount for notes delivered after the consent deadline but before the tender expiration (until the consent deadline as extended to coincide with the tender offer deadline), as well as a $15 per $1,000 consent payment. All holders are to also receive unpaid and accrued interest. RailAmerica said the offer is subject to several conditions, including the valid tender of a majority of the outstanding notes at the time outstanding and the valid delivery of the accompanying consents, the execution and delivery of a supplemental indenture incorporating the proposed indenture changes and the receipt by the company of net proceeds from a debt financing. UBS Warburg LLC (Call collect at 203 719-8035) is the dealer manager and solicitation agent for the offer and the solicitation, D.F. King & Co., Inc.(call collect at 212 269-5500 or toll-free at 800-628-8536) is the information agent.

D.R. HORTON INC. (DHI) said on Feb. 21 that it had completed the previously announced acquisition of SCHULER HOMES INC. (SHLR). D.R. Horton did not elaborate on its earlier statements regarding its possible disposition or Schuler debt. AS PREVIOUSLY ANNOUNCED, D.R. Horton, an Arlington, Tex.,-based homebuilder, said on Feb. 14 that it would use existing cash and borrowings on its bank credit facility if the holders of Schuler's $500 million of outstanding notes were to exercise the change-of-control put built into the notes' indenture. D.R. Horton alternatively said that it can access the capital markets at lower rates than the interest costs on the Schuler notes. But D.R. Horton noted in a Securities and Exchange Commission filing that as of Feb. 1, the outstanding senior and senior subordinated notes of El Segundo, Calif.-based homebuilder Schuler were already trading well above the 101 change-of-control level specified by the indenture. The company gave no indication of any alternative plans to redeem or repurchase the notes.

FILTRONIC PLC said on Feb. 13 that it had bought back a further $12.5 million of its 10% senior notes due 2005, at a discount to par. The latest buybacks were on top of a previous repurchase earlier in the month. The company did not disclose the size of the discount to par at which the notes were bought back in either case. Some $140.75 million of the notes remain outstanding after the latest repurchases. AS PREVIOUSLY ANNOUNCED, Filtronic, a Shipley, West Yorkshire (U.K.)-based microwave electronics company said on Feb. 8 that it had bought back $16.75 million of the notes at an undisclosed discount to par, leaving $153.25 million of the notes outstanding. Filtronic said it financed the repurchases from cash generated by its businesses.

BOCA RESORTS INC (RST) said on Feb. 8 that it had repurchased a further $7 million of its senior subordinated notes in its fiscal second quarter. The Boca Raton, Fla.-based owner and operator of luxury resorts in Florida said in a filing with the Securities and Exchange Commission that in the six months ended Dec. 31, note repurchases totaled $57 million, up $7 million from the $50 million cumulative total reported the previous quarter.


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