HEAFNER TIRE GROUP, INC. (Caa2/CCC+) said Friday (March 22) that it is extending its previously announced tender offer for up to $126 million of its 10% series D senior notes due 2008 and the related solicitation of noteholder consents to proposed indenture changes. The offer will now expire at 5 p.m. ET on March 26, subject to possible further extension, instead of the previous March 25 deadline. Holders of notes may tender or withdraw notes and consent to the proposed indenture amendments until the extended deadline. The company said that based on the latest available count of tendered Notes, approximately $28 million of the notes and related consents have been tendered and not withdrawn under terms of the offer and solicitation, approximately $22 million of which Heafner believes to have been tendered by holders of notes who signed tender agreements. That's up from the $15 million of tendered notes announced the last time the offer deadline was extended, on March 11. AS PREVIOUSLY ANNOUNCED, Heafner, a Huntersville, N.C.-based supplier of tires and automotive wheels, initially said on Feb. 5 that it was beginning a tender offer for all of its $150 million of 10% 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. Tendered notes may be withdrawn, and consents may be revoked, at any time prior to the expiration date.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 priced 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 is 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 is 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 to 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, will now be determined via "modified Dutch auction" process, and will be in the range of $450 to $535 per $1,000 principal amount, plus accrued plus unpaid interest. Under terms of the mended offer, holders of notes will be permitted to tender their notes at prices within the designated price range, or without naming a price (in which case the holder will be deemed to have tendered at the lowest price in the price range). Heafner will select as its purchase price the single lowest price that will 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 will pay the same purchase price for all notes accepted for purchase under the modified Dutch auction procedure. Heafner said that by latest count, holders of $15 million of the notes had tendered them for purchase under the original terms of the offer, the same figure as on March 7, the last previous extension of the offer. In order to participate in the amended offer and solicitation, holders of notes who tendered notes and gave consents pursuant to the Offer and Consent Solicitation Statement dated Feb. 5 must resubmit their tenders of notes and consents to the proposed indenture changes by filling out an Amended Consent and Letter of Transmittal in the form mailed to all holders of the Heafner notes on March 11, or must follow the other procedures described in the Amended Offer and Solicitation materials. Heafner said that the holders of about $99 million of the notes have agreed to tender their notes under the terms of the amended offer and to consent to the proposed indenture amendments as modified. Credit Suisse First Boston Corp.(call toll-free at 800 820-1653 or collect at 212 538-8474) is acting as dealer manager, and MacKenzie Partners, Inc.(call toll-free at 800 322-2885 or collect at 212 929-5500) is the information agent in connection with the offer and the solicitation.

CROSSMAN COMMUNITIES, INC. (CROS) said Thursday (March 21) that it will call all of its outstanding $25 million of 7 5/8% senior notes due 2004 and $50 million of 7¾% senior notes due 2008 upon completion of its merger with BEAZER HOMES USA, INC. (BZH), which is expected to close on April 17, subject to shareholder approval. Crossman, an Indianapolis-based homebuilder, said in filings with the Securities and Exchange Commission that the that the merger with Atlanta-based Beazer, which also is a homebuilder, would constitute a change-of-control under the notes' indentures, triggering the redemption (Beazer announced in January that it had agreed to acquire Crossman for $603 million in cash and stock, including the assumption of debt). Crossman holders wishing to exercise the change-of-control option must inform the company by April 2. Crossman also said that notes for which investors do not exercise the change-of-control option will be called on April 17 at par plus accrued interest plus a make-whole payment. Crossman currently estimates the accrued interest on the 7 5/8% notes will be $6.1424 per $1,000 principal amount, and the make-whole amount is $67; for the 7¾% notes, the accrued interest will be $7.9653 per $1,000 principal amount, and the make-whole amount $90. Crossman further estimated in the filings that its projected total accrued interest as of April 17 and make-whole amounts for prepayment would come to $567,525.

VERSATEL TELECOM INTERNATIONAL NV (VRSA) said Thursday (March 21) that it has reached agreement with an ad hoc bondholder committee on the terms and conditions of a revised exchange offer and related consent solicitation covering all of the company's outstanding high yield and convertible notes. The ad hoc committee, whose members collectively hold about 33% of the company's outstanding notes, is part of a wider group of bondholders that collectively own approximately 74% of the notes. Versatel said the members of the committee have agreed to support the revised exchange offer and consent solicitation, which the company plans to formally launch as soon as is practical following the filing with the Securities and Exchange Commission of proper paperwork reflecting the revised agreement. Under terms of the agreement, bondholders are being offered an amount in cash and Versatel shares in return for tendering their notes and providing their consents to proposed indenture changes as follows: Versatel will offer the holders of its $375 million of dollar-denominated 13¼% senior notes due 2008 (consisting of two tranches, of $225 million and $150 million, respectively) $220 in cash plus a $25 consent payment and 233.77 Versatel shares per $1,000 principal amount. It will offer the holders of its $180 million of dollar-denominated 11½% senior notes due 2009 $202.50 in cash plus a $25 consent payment and 233.77 shares per $1,000 principal amount. It will offer the holders of its €120 million of euro-denominated 11½% senior notes due 2009 €202.50 in cash plus a €25 consent payment and 203.45 shares per €1,000 principal amount. It will offer the holders of its €300 million of euro-denominated 11¼% senior notes due 2010 €197.50 in cash plus a €25 consent payment and 203.45 shares per €1,000 principal amount. It will offer the holders of its €300 million of euro-denominated 4% senior convertible notes due 2004 and its €360 million of euro-denominated 4% senior convertibles notes due 2005 €147.50 in cash plus a €25 consent payment and 234.37 shares per €1,000 principal amount. Assuming 99% of the bondholders tender their bonds in the exchange offer (completion of the offer is conditioned upon achieving this minimum participation level), this would result in a cash payment of approximately E308 million. The consent payment would be payable only to those high yield bondholders who tender their dollar- or Euro-denominated notes during the first seven days of the exchange Offer and who do not withdraw their notes prior to the expiration of the exchange offer and to convertible bondholders who tender their notes during the exchange offer and who do not withdraw the notes prior to the expiration of the offer. Should 99% percent of the bondholders meet these requirements, this would result in a total consent payment (in addition to the basic tender offer consideration) of approximately E42 million. Versatel additionally said that it intends to pay all accrued interest through March 31. Interest paid after that on any series of notes will be reduced from the cash offered to the holders of the respective series of such notes. The aggregate amount of shares offered represents approximately 80% of the company's shares that would be outstanding immediately following the completion of the exchange offer, assuming 99% of the currently outstanding Notes are exchanged. That figure does not include any impact of the warrants that would be issued to existing shareholders (concurrently with the completion of the debt exchange Offer, current shareholders will be issued warrants entitling them to 1 share of stock for every 4.80 shares held with a strike price of E1.50, exercisable at any time within 2 years. These warrants represent 4% percent of the shares that would be outstanding immediately following completion of the exchange offer. Versatel said the principal purpose of the exchange Offer is to eliminate substantially all of its outstanding debt and interest expense. The principal purpose of the related consent solicitation is to eliminate or modify substantially all of the restrictive covenants and other provisions of the notes, in order to enhance the company's future financial and operating flexibility. Versatel will also be soliciting from its holders their irrevocable support for a plan of composition that may be filed pursuant to a suspension of payments with a Dutch court and possibly for a plan of reorganization that may be filed under Chapter 11 with a U.S. court. If holders of at least 75% of the notes vote in favor of the restructuring, but less than the required 99% percent of the outstanding notes are tendered in the exchange offer, Versatel currently plans to begin a court procedure in The Netherlands and, potentially, in the U.S., to complete a total restructuring of its notes. This alternative plan has the support of the ad hoc noteholders' committee. Versatel further said that any court procedure which the company might enter into would only involve Versatel Telecom International N.V., which is a holding company, and not any of its operating subsidiaries that hold substantially all the fixed assets and contracts relating to employees, suppliers and customers. As a result, it said, any potential court procedure would-in principle â€" not impact upon any service or obligation to customers, suppliers, employees or other existing creditors except for holders of the notes, since these are not at the level of the holding company. Besides being conditioned upon the tender of 99% of the total outstanding notes, completion of this transaction is subject to approval and a share capital increase by the company's shareholders. If completed, the exchange offer would reduce interest-related cash expenditures by approximately E150 million annually, thereby improving Versatel's balance sheet and funding gap. The extraordinary gain from the early retirement of its notes would also create a substantially positive net equity position for the company. Versatel believes that upon completion of the exchange offer, its remaining cash balance, together with anticipated cash flow from operations, will provide it with sufficient capital to fund its operations to at least the beginning of the second quarter 2003. But Versatel warned that if the exchange offer is unsuccessful, the current capital structure remains in place and and current conditions in the capital markets prevail, it may not be able to raise additional capital to fund operations beyond the beginning of 2004. AS PREVIOUSLY ANNOUNCED, Versatel, an Amsterdam-based telecommunications company, said Oct. 10 that it would buy back all of its outstanding debt for cash and equity. Versatel said it would repurchase E1 billion of outstanding high-yield debt and E660 million of convertible debt, collectively worth an estimated US$1.55 billion. It said it would offer up to E280 million (US$2.55 million) in cash and approximately 139 million new shares of the company, around a 60% stake, in return for the junk bonds and convertibles (this would be increased under the latest plan outlined). VRSA said the transaction would slash its annual interest costs 90%, to E15 million from E150 million. The company said the transaction would be conditioned on 90% acceptance by its bondholders (this requirement would be raised under the upcoming exchange offer). The company did not announce a timetable for the transaction. The dealer managers for the exchange offer and consent solicitation and advisors to Versatel on this restructuring would be Lehman Brothers and Morgan Stanley.

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