ADVANTICA RESTAURANT GROUP, INC. (DINE)(B3/C) said Wednesday (April 10) that its previously announced offer to exchange newly issued 12¾% senior notes due 2007 for a portion of its outstanding 11¼% senior notes due 2008 had expired as scheduled at 5 p.m. ET on April 9, with no further extension, and is expected to close on April 15. By that expiration deadline, approximately $89 million principal amount of the outstanding notes had been tendered, exceeding the recently revised minimum tender condition of $50 million. Advantica said the final total of tendered and accepted old notes would be subject to certain guaranteed delivery procedures and Advantica's final review of the transmittal documents and acceptance of Old Notes validly tendered. Under the recently revised terms of the offer, Advantica, subject to the foregoing, will upon the closing of the exchange offer will have issued $71.2 million of the new notes, while $440.6 million of the existing notes will remain outstanding. 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, (an amount subsequently increased) for up to $265 million of the outstanding $529.6 million of existing 11¼% notes. The new notes would be jointly issued by its DENNY'S HOLDINGS, INC. subsidiary and by Advantica itself. The offer was originally scheduled to expire at 5 p.m. ET on Feb. 1, but the deadline was subsequently extended numerous times, finally to April 9. Advantica initially 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, (this amount was subsequently increased). Advantica initially stipulated that 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 also originally said that in the event that the amount of 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). But the exchange offer ran into opposition from bondholders, who organized an unofficial committee to fight the proposal, telling the company that while they were not opposed to a deleveraging transaction of some type, they believed the transaction proposed by the company was "not appropriate or fair to bondholders." The bondholder committee claimed to have the support of the holders of approximately $400 million principal amount of the bonds, enough to block the exchange offer under the original terms. After the exchange offer as originally announced stalled, forcing a number of deadline extensions, Advantica - which had told Prospect News the company was evaluating its options for the exchange, based on bondholder feedback - was forced to announce on March 14 that it had again extended the deadline on the offer and had this time amended its terms to waive the originally announced $160 million minimum tender requirement, replacing it with a $60 million minimum tender condition, which in turn was also later reduced again. The offer was also amended to revise certain provisions in the indenture governing the new exchange notes that are to be issued, although Advantica did not specify what those revisions might be. On March 25, Advantica announced a further amendment to its offer, raising the maximum aggregate amount of new notes it was offering to $212 million (from $204 million previously). Accordingly, the company also raised the amount of the new notes it was offering to the noteholders to $800 per $1,000 principal amount (from $770 per $1,000 previously). The exchange offer was further amended to waive the condition announced on March 14 that a minimum total of $60 million of the old notes be validly tendered, so that the offer would now be conditioned upon the valid tender of at least $50 million of the old notes. It said that as of March 25, approximately $56.8 million of the old notes has been tendered for exchange. UBS Warburg LLC was the dealer manager in the exchange offer. MacKenzie Partners, Inc. (call 800 322-2885) was the information agent. U.S. Bank NA served as the exchange agent.

MDC CORP. INC. (MDCA) announced on Tuesday (April 9) that a total of US$135.872 million of its outstanding 10½% senior subordinated notes due 2006 were tendered in connection with its previously announced tender offer and consent solicitation, which expired as scheduled at midnight ET on April 8, with no further extension. Under the terms of the offer, MDC has instructed the depositary to accept and pay for, on a pro-rata basis, US$112.5 million of the tendered notes at a fixed price of US$890 per US$1,000 principal amount, for an aggregate purchase price of US$100.125 million. AS PREVIOUSLY ANNOUNCED, MDC, a Toronto-based business services company, said on March 8 that it had begun a tender offer for its outstanding 10½% notes, as well as a related solicitation of noteholder consents to proposed indenture changes. MDC initially set midnight ET on April 4 as the expiration date for the offer, and initially set midnight ET on March 20 as the consent deadline (both were subsequently extended). MDC initially said it would purchase the notes at a price of between US$800 and US$820 per US$1,000 principal amount, with the exact designated purchase price to be determined under a "modified Dutch auction" process, up to a total aggregate purchase price of US$100 million (the purchase price range was subsequently raised). Noteholders would also receive accrued and unpaid interest up to, but not including the planned date of payment. Under the "modified Dutch Auction" procedure, the company said that holders of the notes would tender their securities at a price within the proposed range. MDC said it would accept tenders in the order of lowest to highest tender prices within the range, and would select the single lowest price that would enable it to purchase the maximum total amount of notes that might be purchased for US$100 million. MDC said it would pay the purchase price to all holders whose tenders are accepted. If the total prospective purchase price of notes tendered at or below the designated purchase price were to come to less than US$100 million, MDC said it would purchase all of the notes which have been tendered at a price equal to the highest price tendered. If the total prospective purchase price of the notes tendered at or below the designated purchase price were to exceed US$100 million, MDC said it would first purchase those notes tendered at a price below the designated purchase price and, then would purchase all notes tendered at the designated purchase price on a pro-rata basis. MDC indicated that it planned to fund the $100 million note purchase using the a portion of the net proceeds of approximately C$185 million which it expected to receive from the sale of its remaining 50.01% interest in Davis + Henderson LP, its Canadian check division. MDC on March 4 entered into an agreement with Davis + Henderson Income Fund to sell that stake in Davis + Henderson LP. MDC also said that it was soliciting consents to certain proposed amendments to the notes' indenture which would, among other things, permit MDC to conduct the tender offer. It initially offered to pay a consent fee of US$2.50 per US$1,000 principal amount of notes (which was subsequently increased) to holders delivering consents by the (extended) consent deadline. Receipt of consents from holders of a majority of the outstanding notes would be required to approve the amendments. Holders validly tendering their notes would be deemed to have delivered their consent to the proposed amendments; however, holders could deliver consents without tendering their notes, and might still tender their notes at a later time up to the tender offer expiration deadline. The tender offer would be conditioned upon, among other things, the receipt of the requisite consents necessary to adopt the proposed amendments. While tendered notes might be withdrawn at any time at or prior to the expiration of the tender offer, consents to the proposed indenture changes could be revoked only prior to the earlier of either A) the time that the requisite consents necessary to adopt the proposed amendments have been received and evidence of such receipt has been delivered to the notes' trustee, or B) the expiration of the tender offer. On March 20, MDC increased the price range within which it would purchase the notes from the initially announced US$800 to US$820 per US$1,000 principal amount of notes to US$860 to US$880 per US$1,000 principal amount. It also raised the consent fee to US$10.00 per US$1,000 of principal amount, and extended the consent deadline to midnight ET on March 22 from March 20. On March 26, MDC increased the price at which it would purchase the notes from a range of US$860 to US$880 per US$1,000 principal amount to a fixed price of US$890 per US$1,000 principal amount. It kept the consent fee at US$10.00 per US$1,000 of principal amount and extended the consent deadline to 5 p.m. ET on March 27 from March 22, and likewise extended the expiration to midnight ET on April 8 from the original April 4 deadline. MDC said that noteholders who had previously delivered a consent or who had previously tendered notes would not be required to deliver a new consent or a new tender of notes, and that all validly delivered consents would remain considered valid. All validly tendered notes would be purchased at a price of US$890 per US$1,000 principal amount of Notes, regardless of the price at which those notes were previously tendered. On March 27, MDC said that it obtained the necessary consents to amend the indentures of the 10½% notes, with a holders of a majority of the notes having delivered their consents by the now-expired consent deadline. Goldman, Sachs & Co. (call 212 902-0391) was the dealer manager for the offer and as solicitation agent for the consent solicitation. The Depositary and Information Agent was Mellon Investor Services LLC (call 866 825-8876).

GENERAL ELECTRIC CO. (GE) said Tuesday (April 9) that it had extended its previously announced tender offer and related consent solicitation for the 11½% Series D senior discount notes due 2008 of TELEMUNDO HOLDINGS, INC. (B3/CCC+) until 5 p.m. ET on April 15, subject to possible further extension, from the originally announced April 8 deadline. As of April 8, all of the $293.891 million of the Telemundo notes had been tendered, although as of that time, a key condition for the completion of the tender offer - the completion of the previously announced acquisition of Telemundo by GE - had not yet been completed, and GE said it reserved the right to continue extending the tender offer until the acquisition was completed (the president of GE's NBC broadcasting unit said Wednesday (April 10) that the deal could close in a matter of days; separately, the Federal Communications Commission on Wednesday approved the transfer of Telemundo's television stations to the NBC network - a key regulatory step toward completion of the sale - and gave NBC a year in which to comply with station ownership limits in the Los Angeles market, where the combined operations will have three TV stations). GE also said on April 9 that with Telemundo noteholders having previously consented to the proposed indenture changes, Telemundo Holdings had already executed a supplemental indenture incorporating those amendments, although those amendments will not become operative until the offer is closed. AS PREVIOUSLY ANNOUNCED General Electric, a Fairfield, Conn.-based conglomerate with interests in broadcasting, finance, electrical products and other industrial products, said on March 11 that it had begun a tender offer for all of the 11½% notes of Telemundo, a Hialeah, Fla.- based Spanish-language broadcasting company, as part of its pending $1.98 billion purchase of the company, which was announced last year. The tender offer was initially slated to expire at 5 p.m. ET on April 8, although that date was subsequently extended. GE said it would pay a purchase price of $100.75 per $100 principal amount at maturity; if the settlement date were to fall after April 9, it would pay an additional amount per $100 principal amount at maturity (rounded if necessary to the nearest $0.001) equal to $0.01013 per day for each calendar day from and including April 9, up to, but excluding, the settlement date for the offer. GE said the purchase price includes an consent payment equal to 2% of the principal amount at maturity, which would be paid only for Telemundo notes tendered at or prior to a (now expired) consent payment deadline of 5 p.m. ET on March 25 and not subsequently withdrawn. GE said it was seeking noteholder consents to various indenture amendments which would provide Telemundo with greater operational and financial flexibility following its planned acquisition by GE's wholly owned broadcasting division, NBC. It said the offer would be conditioned on - among other things - completion of that acquisition, as well as receipt of the requisite consents to adopt these amendments. Holders tendering after the consent deadline would not receive the consent payment portion of the total consideration. GE said it expects to extend the offer from time to time as necessary until NBC completes its acquisition of Telemundo. GE will pay for the tendered notes in same-day funds on the first business day following expiration of the offer, or as soon thereafter as practicable. Earlier, Telemundo said on Dec. 12 that its exchange offer - under which it had offered to exchange up to $293.991 million principal amount at maturity of newly issued, registered Series D 11½% notes for all of a like amount of outstanding unregistered series A, B and C notes - had expired as scheduled at 5 p.m. ET on Dec. 11 with no extension. $293.891 million of the old notes had been tendered by the expiration, and new notes were issued in their place on Dec. 14. On March 26, General Electric said that the Telemundo noteholders had tendered all the $293.891 million of outstanding securities and gave accompanying consents. Goldman, Sachs & Co. (call 800 828-3182) will act as dealer manager for the tender offer. The information agent is Morrow & Co., Inc. (call 800 607-0088; banks and brokerage firms call 800 654-2468); the depositary is The Bank of New York.

THE WILLIAMS COMPANIES INC. (WMB) filed on April 5 to offer $1.4 billion of newly issued 9¼% notes due 2004 to the holders of the like amount of WILLIAMS COMMUNICATIONS GROUP INC.'s (WCG) (Caa1/CCC+) 8¼% senior secured WCG Note Trust and WCG Note Corp. notes due 2004 in a 1-for-1 exchange, as outlined in an S-4 filing with the Securities and Exchange Commission. Williams Companies the former corporate parent of Williams Communications, said the new notes will be publicly tradable under the Securities Act of 1933, while the existing WCG notes, issued in March, 2001 under Rule 144A, are subject to trading restrictions. WCG holders failing to tender their outstanding notes will continue to hold unregistered senior secured notes of WCG Note Trust and WCG Note Corp., and their ability to transfer them could be adversely affected. WMB said that tenders of outstanding senior secured notes may be withdrawn at any time prior to the expiration of the exchange offer, but did not at this time announce a deadline for the completion of the proposed exchange. It further said that the exchange offer is not conditioned upon any particular principal amount of outstanding senior secured notes being tendered. Salomon Smith Barney, Banc of America Securities and J.P. Morgan will be dealer managers for the exchange offer. Bank One Trust Company, N.A. in Chicago (call 800 524-9472) is the exchange agent. AS PREVIOUSLY ANNOUNCED, Williams Communications, a Tulsa, Okla.-based long-haul telecommunications operator, said on Oct. 31 that it had, to date, purchased approximately 18.3% of its outstanding publicly traded senior notes (it was estimated that as of Aug. 17, WCG had about $3.075 billion of such notes outstanding). The company said the open market purchases, which started in the third quarter, had been made at a total cost of around 43 cents on the dollar, utilizing excess liquidity. Williams did not identify which of its several high yield bond issues it had been buying back, nor did it offer a total on the amount spent or the face amount of debt bought back. Williams also said that the company planned to work with its bank group to perform a "comprehensive" review of its existing bank credit agreement. During the review, which WCG said could require 60-90 days to complete, the company will not make any additional cash purchases of its publicly traded debt. Williams Companies, a Tulsa-based energy pipeline company, said on March 5 that it had received the requisite approvals for its consent solicitation to amend the terms of the WCG senior secured notes. Prior to the spinoff, Williams had provided indirect credit support for the senior secured notes through a commitment to make available proceeds of a Williams equity issuance upon the occurrence of certain trigger events. The amendment, among other things, eliminated a bankruptcy by Williams Communications and a Williams credit ratings downgrade from the enumerated list of events that could cause an acceleration of the senior secured notes. Williams said it was liable for all payments related to the WCG secured notes, and could fund such payments with any available sources. With the exception of the March and September 2002 interest payments, Williams Communications remains obligated to reimburse Williams for any payments Williams is required to make in connection with the senior secured notes. However, WMB said it could not give any assurances as to the recoverability of this reimbursement obligation.

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