DAVITA INC. (DVA) (B2/B-) on Wednesday (April 17) announced the consideration to be paid in its previously announced cash tender offer for all of its outstanding 9¼% senior subordinated notes due 2011 and related consent solicitation. Holders of notes who tendered by the now-passed consent deadline of midnight ET on April 4 will receive the tender offer consideration of $1,157.95 per $1,000 principal amount of notes, plus the consent payment of $20 per $1,000 principal amount. Holders of notes who tendered after the expiration date of the consent solicitation period will receive only the tender offer consideration. DaVita further said that the supplemental indenture incorporating desired changes had been executed on April 16, after DaVita received consents to the proposed amendments holders of a majority of the aggregate principal amount of the notes. 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 would 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. DaVita said on April 5 that it had received the requisite consents from the holders of the 9 ¼% notes to the proposed indenture amendments by the consent deadline of 5 p.m. ET on April 4. Credit Suisse First Boston Corp. (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 said it would 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 Corp. 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.

MAXCOM TELECOMUNICACIONES, SA DE CV said Tuesday (April 16) that it had extended its previously announced offer to exchange a package of new senior notes and equity certificates for its outstanding 13¾% Series B senior notes due 2007. That exchange offer was due to expire on April 16, but is now scheduled to expire at 5 p.m. ET on April 23, subject to possible further extension. Maxcom also announced that it is amending the minimum tender condition to the exchange offer, to require that at least 93.9% of the notes be tendered as a condition of the offer's completion, versus the original minimum tender threshold of 95%. As of the close of business on April 16, the offer's exchange agent had received tenders representing 93.9% of the total notes outstanding, up slightly from the 93.7% announced on April , the last time previously when the offer had been extended, and exactly the amount of tenders needed to complete the exchange offer under the revised terms which were announced. 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 debt 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 was 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 said it would 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, would have an initial liquidation preference of US$0.4927 per share, and limited voting rights. As part of the exchange offer, Maxcom said it was 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 planned 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 would be 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 initially said the exchange offer would be conditioned, among other things, on the tender of at least 95% of the outstanding 13¾% Series B senior notes (which was subsequently reduced), 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. On April 11, Maxcom said that it had extended its offer to the 13¾% notes, which was to have expired on April 11, to 5 p.m. ET on April 16, subject to possible further extension. As of the close of business on April 11, 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. 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.

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