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Published on 3/14/2002 in the Prospect News High Yield Daily.

ISLE OF CAPRI CASINOS, INC. (ISLE) (B2/B) said Thursday (March 14) that it had begun soliciting consents to proposed indenture changes from the holders of record (as of the close of business on March 13) of its 8¾% senior subordinated notes due 2009. The Biloxi, Miss.-based gaming operator will pay consenting holders a cash consent fee of $2.50 per $1,000 principal amount, if the proposed amendments become operative. The solicitation of consents will expire at 5 p.m. ET on March 22, subject to possible extension. Dresdner Kleinwort Wasserstein and CIBC World Markets are acting as solicitation agents, and D.F. King & Co., Inc. (call 800 714-3305) is acting as the information agent for the consent solicitation.

ADVANTICA RESTAURANT GROUP, INC. (DINE) (B3/C) said on Thursday (March 14) that it had amended and once again extended its previously announced exchange offer for its existing 11.25% senior notes due 2008. The offer was amended to waive the originally announced requirement that at least $160 million of the notes be tendered, replacing it with a $60 million minimum tender condition. 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. The company also extended the offer yet again, to 5 p.m. ET on March 22, subject to possible further extension, from the previous March 15 deadline. It said that so far, approximately $56.3 million of the existing notes had been tendered under the exchange offer, unchanged from the last previous extension announcement on March 13, but down from $60.2 million tendered as of the extension announcement on March 11. 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. 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, but that minimum tender condition was subsequently revised to $60 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. (call 800 322-2885) is the information agent. U.S. Bank NA is serving as the exchange agent.

HOLLINGER INTERNATIONAL PUBLISHING, INC. (Ba2/BB) said Wednesday (March 13) that it had determined the consideration to be paid for its outstanding 8 5/8% senior notes due 2005 under its previously announced tender offer and related consent solicitation. Hollinger set the tender offer consideration of $1,061.34 per $1,000 principal amount on March 12, based on the yield at 2 p.m. ET of the previously determined reference security. Hollinger said an additional $40 per $1,000 principal amount consent payment would be made to those holders who tendered their notes by the now-expired Feb. 28 consent deadline (thus granting consent to desired indenture changes), bringing the total consideration payable to such holders to $1,101.34 per $1,000 principal amount. The assumed payment date will be March 18. AS PREVIOUSLY ANNOUNCED, Hollinger International Publishing, a wholly owned subsidiary of newspaper publisher HOLLINGER INTERNATIONAL INC. (HLR), said Feb. 14 that it had begun a cash tender offer for any and all of its outstanding 8 5/8% notes. The company, said the tender offer would expire at 9 a.m. ET on March 15, subject to possible extension. Hollinger said it would purchase the outstanding notes at a price to be determined three business days prior to the expiration date of the tender offer, based on a fixed spread of 87.5 basis points over the yield to maturity of the reference security, the 7.50% U.S. Treasury Note due Feb. 15, 2005, plus accrued and unpaid interest up to, but not including, the day of payment for the notes. The total consideration would include a $40 per $1,000 principal amount consent payment, to be paid only to holders who validly consent to the proposed indenture amendments eliminating certain restrictive provisions, by tendering their notes by the consent deadline of midnight ET on Feb. 28, subject to possible extension. It said tendered notes could not be withdrawn and consents may not be revoked after such time and date, except in certain limited circumstances. Payment for validly tendered notes was expected to be made promptly following the expiration of the tender offer. On March 1, Hollinger announced that it had received consents from the holders of more than a majority of the outstanding notes, constituting the requisite amount of consents to approve the proposed indenture changes. Holloinger said it planned to execute a supplemental indenture incorporating the changes promptly, although it added that the amendments would not become operative unless and until the company were to accept validly tendered notes for payment. Credit Suisse First Boston Corp. (call 212 538-8474 or 800 820-1653) is acting as dealer manager in connection with the tender offer and solicitation of consents. The information agent is MacKenzie Partners, Inc. (call 800 322-2885) and the depositary is U.S. Bank, NA.

HEAFNER TIRE GROUP, INC.(Caa2/CCC+) said Monday (March 11) that it had extended the expiration deadline on its previously announced tender offer for it 10% Series D senior notes due 2008, and the related consent solicitation, and had amended the terms on the offer, as well as the proposed indenture changes to which consents are being solicited. The offer was extended to 5 p.m. ET on March 25, from the previous March 11 deadline, subject to possible further extension. The offer was amended to reduce the total amount of notes sought for purchase from the originally announced $50 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 amended 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. AS PREVIOUSLY ANNOUNCED, Heafner, a Huntersville, N.C.-based supplier of tires and automotive wheels, initially said Feb. 5 that it was beginning a tender offer for all of its $150 million of 10% notes (an amount subsequently modified and 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 will 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 (representing not less than a majority of the notes) of duly executed consents to the proposed indenture amendments; 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. 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.

ISPAT INTERNATIONAL NV (IST) (B3/B+) said Monday (March 11) that it had extended its previously announced tender offer for its 10 1/8% senior structured export certificates due 2003. The offer, which was to have expired March 11, will now expire at 5 p. m. ET on March 29, subject to possible further extension. AS PREVIOUSLY ANNOUNCED, Ispat International, an international steel producer based in Rotterdam, the Netherlands, said on Jan. 25 that its Mexican operating subsidiary, ISPAT MEXICANA, SA de CV, (commonly known as "Imexsa") had begun an exchange offer for all of the outstanding 10 1/8% certificates issued by IMEXSA EXPORT TRUST No. 96-1. The exchange offer was originally slated to expire at 5:00 p.m. ET, on Feb. 22, although this deadline has now been extended. Under the terms of the exchange offer, Imexsa offered to exchange its 10 1/8% senior notes due 2008 for the Imexsa export certificates. The senior notes will be fully and unconditionally guaranteed by Ispat on a senior unsecured basis. Ispat said the exchange offer is conditioned upon the holders of at least 95% of the Imexsa senior certificates having validly tendered them and not withdrawn them prior to the expiration date and upon the other terms and conditions set forth in Imexsa's Offering Memorandum and Consent Solicitation Statement dated January 24. Ispat further said that Imexsa was soliciting consents from holders of the senior certificates to amend the agreements governing them. Holders tendering their senior certificates in the exchange offer must also deliver consents, which may not be withdrawn after the earlier of either a) the expiration date, or b) whenever the requisite consents required to amend the agreements governing the senior certificates are received. Dresdner Kleinwort Wasserstein (call 212 969-2700, ask for Mark Hootnick) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (call 800 847-4870, ask for Tom Lang) is the information agent for the exchange offer.

COLT TELECOM GROUP PLC (COLT) (B1/B+) said March 8 that it had purchased dollar-, sterling- and euro-denominated bonds with a total face value or accreted amount of £14 million, for a cash outlay of £8 million, that latest of several such buybacks. Colt said it had purchased $7.5 million accreted principal amount of its 12% senior discount notes due December 2006 (original issue amount $314 million), bringing to $30.5 million its total repurchases of such bonds to date. It purchased £2.5 million face amount of its 10 1/8% senior notes due November 2007 (original issue amount £50 million), bringing repurchases of the issue to £3 million so far. It bought €6.7 million face amount of its 7 5/8% senior notes due July 2008 (original issue amount €306.8 million), bringing the amount repurchased so far to €31.1 million; it bought €1.8 million face amount of its 7 5/8% senior notes due December 2009 (original issue amount €320 million), bringing to €18.8 million the face amount of the bonds repurchased so far; and it bought €2.1 million accreted principal amount of its 2% senior convertible notes due March 2006 (original issue amount €295 million), bringing the accreted principal amount repurchased so far to €81.6 million. Colt also said that although it made no further repurchases in the latest transactions, at this time, it has so far also bought back €4 million face amount of its 8 7/8% senior notes due November 2007 (original issue amount €76.7 million); €68.6 million accreted principal amount of its 2% senior convertible notes due December 2006 (original issue amount €402.5 million; €14 million accreted principal amount of its 2% senior convertible notes due August 2005 (original issue amount € 306.8 million); and €62.2 million accreted principal amount of its 2% senior convertible notes due December 2006 (original issue amount €368 million). COLT also said it may purchase additional bonds in the future. AS PREVIOUSLY ANNOUNCED, Colt, a London-based provider of business and telecommunications services in Europe, said (Feb. 28) that it had purchased dollar-, sterling- and euro-denominated bonds with a total face value or accreted amount of £34 million, for a cash outlay of £13 million. Colt said the purchases were made through its COLT Telecom Finance Limited subsidiary, which said it has no intention to sell the notes it has purchased and added that arrangements may be made in due course to cancel such notes. The company gave a detailed breakdown of the purchases, indicating that it had purchased $2.5 million accreted principal amount of its dollar-denominated 12% notes, bringing to $22 million its total repurchases of such bonds up to that point. It purchased £500,000 face amount of its sterling-denominated 10 1/8% notes, the only such bonds purchased up to that point. Among euro-denominated securities, it bought €8.7 million face amount of its 7 5/8% senior notes due July 2008, bringing the amount repurchased to €22.2 million; it bought €6 million face amount of its 7 5/8% senior notes due December 2009, bringing to €17 million the face amount of the bonds repurchased; it bought €5.3 million accreted principal amount of its 2% senior convertible notes due March 2006, bringing the accreted principal amount repurchased to €79.5 million; it bought €21.3 million accreted principal amount of its 2% senior convertible notes due December 2006, bringing the amount bought back to €62.2 million; and it bought €10.7 million accreted principal amount of its 2% senior convertible notes due April 2007, bringing the amount purchased to €63.2 million. On March 4, Colt said it had made further purchases of £5.9 million (total face value or accreted amount) of outstanding dollar- and euro-denominated bonds, for a cash outlay of £2.2 million. In the March 4 transaction, Colt purchased $1 million accreted principal amount of its dollar-denominated 12% notes, bringing to $23 million its total repurchases of such bonds up to that point. Among euro-denominated securities, it bought € 2.2 million face amount of its 7 5/8% senior notes due July 2008, bringing the amount repurchased to €24.4 million; it bought €0.9 million face amount of its 8 7/8% senior notes due November, 2007 (original issue amount €76.7 million), bringing the amount repurchased to €4 million; and it bought €5.4 million accreted principal amount of its 2% senior convertible notes due April 2007, bringing the amount purchased to €68.6 million. Colt further said that although it had not repurchased any such notes in the March 4 transaction, it has so far bought back from the following series of bonds: £500,000 face amount of its sterling-denominated 10 1/8% notes; €17 million face amount of its 7 5/8% senior notes due December 2009; €14 million accreted principal amount of its 2% senior convertible notes due August 2005; €79.5 million accreted principal amount of its 2% senior convertible notes due March 2006; and €62.2 million accreted principal amount of its 2% senior convertible notes due December 2006.


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