DAVITA INC. (DVA) (B2/B-) said Thursday (March 21) that it had begun its previously announced tender offer for any or all of its outstanding 9¼% senior subordinated notes due 2011, and a 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 are to 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 consent deadline of 5 p.m. ET on April 4, subject to possible extension. Tendered notes may not be withdrawn and consents may not be revoked after that deadline, except in certain limited circumstances.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. Credit Suisse First Boston Corporation and Banc of America Securities LLC 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 will 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. 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.

MDC CORPORATION INC. (MDCA) (B2/BB+) said Wednesday (March 20) that it has increased the range of prices within which it is offering to buy back its outstanding 10½% senior subordinated notes due 2006 under its previously announced "Dutch auction" tender offer, to between US$860 and US$880 per $1,000 principal amount, from a range of US$800 to US$820 previously. The company also raised the consent fee it is offering to its noteholders in order to gain their approval for desired indenture changes to US$10 per US$1,000 principal amount from the original US$2.50 per US$1,000, and it extended the deadline for receiving the consent payment to 5 p.m. ET on March 22, subject to possible further extension, from the previous March 20 deadline, while keeping the overall tender offer expiration deadline unchanged at midnight ET on April 4, subject to possible extension. MDC further said that all previously delivered consents and tendered notes are considered to have been withdrawn. AS PREVIOUSLY ANNOUNCED, MDC, a Toronto-based provider of transaction products such as checks, credit and debit cards and transportation and event tickets, said 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 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 may 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 which are tendered at or below the designated purchase price comes 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 plans to fund the $100 million note purchase using the a portion of the net proceeds of approximately C$185 million which it expects 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 is 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 now-extended consent deadline. Receipt of consents from holders of a majority of the outstanding notes is required to approve the amendments. Holders who validly tender their notes will be deemed to have delivered their consent to the proposed amendments; however, holders may deliver consents without tendering their notes, and may still tender their notes at a later time up to the tender offer expiration deadline. The tender offer is conditioned upon, among other things, the receipt of the requisite consents necessary to adopt the proposed amendments. While tendered notes may be withdrawn at any time at or prior to the expiration of the tender offer, consents to the proposed indenture changes may 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. Goldman, Sachs & Co. (call 212 902-0391) will act as dealer manager for the offer and as solicitation agent for the consent solicitation. The Depositary and Information Agent is Mellon Investor Services LLC (call 866 825-8876).

K. HOVNANIAN ENTERPRISES, INC. (HOV)(Ba3/BB-) was heard by syndicate sources on Tuesday (March 19) to have priced a two-tranche, $250 million high-yield debt offering, with a portion of the proceeds earmarked to refund all of Hovnanian's existing 9¾% senior subordinated notes due 2005. The new senior notes were heard to have priced at 99.152, with an 8% coupon, to yield 8 1/8%. The new subordinated notes were heard to have priced at par to yield 8 7/8%. AS PREVIOUSLY ANNOUNCED, Hovnanian, a Red Bank, N.J.-based homebuilder, was heard by market sources on March 18 preparing to sell a quickly-shopped $100 million offering of senior notes and a $150 million tranche of subordinated notes, both due 2012, in the Rule 144A market via joint book-running managers Smith Barney, Credit Suisse First Boston and Banc of America Securities. Besides being used to refund the company's 9 ¾% notes, deal proceeds were also expected to be used to refund $50 million of its $165 million unsecured term loan due 2007, with the rest going to repay borrowing on its $440 million unsecured revolving credit facility and for general corporate purposes.

LEVEL 3 COMMUNICATIONS, INC. (LVLT)(Caa3/CCC-) said in a filing with the Securities and Exchange Commission on Tuesday (March 19) that it has retired a further $195 million face amount of its debt securities by exchanging them for common stock and cash. The company gave no specific details as which bonds were retired, or on what terms, other than to say it issued 7.4 million shares of its common stock, valued at $32 million, and used $34 million of cash in the latest retirement transactions, which followed Level 3's previously announced October, 2001 buyback of $1.7 billion face value of debt for $731 million under a "modified Dutch auction" procedure. As a result of the latest debt retirement, Level 3 will recognize a first-quarter gain of $130 million after transaction and debt issuance costs. Noting that its debt and convertible securities are trading at sizeable discounts to their par value (the company's benchmark 9 1/8% senior notes due 2008, for instance, were recently quoted bid around 46), Level 3 said in its filing that it may continue to purchase its outstanding securities for cash or stock in open market or privately negotiated transactions. AS PREVIOUSLY ANNOUNCED, Level 3, a Broomfield, Colo.- based long-haul telecommunications operator, said in an SEC filing on Sept. 10 that it had begun cash tender offers for portions of nine high yield and convertible debt issues, with a total face value of $1.8 billion, offering to pay a maximum of $814 million (both figures subsequently downsized) via the "modified Dutch auction" procedure to be conducted through its wholly-owned Level 3 Finance LLC subsidiary. It originally slated the expiration for 11:59 p.m. ET on Oct. 5, which was subsequently extended. Level 3 said on Sept. 25 that it was lowering the face value of the debt it would buy back to $1.5 billion from the originally announced $1.8 billion, and would buy the debt back at prices between 22 and 55 cents on the dollar, down from the originally offered prices of between 27 and 57 cents on the dollar, It also said at that time that it would pay a total of $654 million in cash, down from the $814 million it originally intended to spend on the debt buyback. The company further said on Oct. 9 that it had again amended its offers, raising the maximum face value of the issues it would buy to $2.86 billion, and raising the aggregate amount it would pay for the bonds to $1.049 billion, from $1.5 billion and $654 million respectively. It announced a lowering of the "modified Dutch auction" process price range for each category of notes, to from 15 to 48 cents on the dollar. Under the "modified Dutch auction" procedure, Level 3 said it would accept tendered notes in each offer in the order of the lowest to the highest tender prices specified by tendering holders within the applicable price range for the notes, and would select as its purchase price the single lowest price thus specified so as to allow Level 3 to buy the maximum offer amount of notes for that series (or, if less than the offer amount for that series are tendered, all notes of that series which actually have been tendered). Level 3 Finance would pay the same purchase price for all notes of a given series that are tendered at or below the purchase price for that series, upon the terms and subject to the conditions of the applicable offer, including the proration terms for that offer. Tendered notes could have been withdrawn at any time prior to the expiration date of the offer. On Oct. 23, Level 3 said that it had completed the previously announced "modified Dutch auction" tender offers for a portion of its senior debt and convertible debt securities. LVLT said that as of the time the offer expired, at 11:59 P.M. ET on Oct. 22, it had accepted for purchase $569.978 million of its 9 1/8% senior notes due 2008, at a purchase price of $450 per $1,000 principal amount. It accepted for purchase €147.021 million of its 10¾% euro-denominated senior notes due 2008 and €183.053 million of its 11¼% euro-denominated senior notes due 2010, both at a price of €440 per €1,000 principal amount. It accepted for purchase $358.458 million of its 11% senior notes due 2008, at a price of per $480 per $1,000 principal amount. It accepted for purchase $115.196 million of its 11¼% senior notes due 2010, at a price of $460 per $1,000 principal amount. It accepted for purchase $80.388 million of its 6% convertible subordinated notes due 2009 and $71.182 million of its 6% convertible subordinated notes due 2010, both at a price of $220 per $1,000 principal amount. All of the amounts accepted for purchase were the same as the amounts tendered by the holders. The purchase prices applied to notes tendered without specifying a price and notes tendered at or below the applicable purchase price. Additionally, Level 3 accepted for purchase $125 million of its zero-coupon/10 ½% senior discount notes due 2008, out of the $395.114 million tendered for purchase; the purchase price was $210 per $1,000 principal amount at maturity. It also accepted for purchase $100 million of its zero-coupon/12 7/8% senior discount notes due 2010, out of the $231.440 million tendered for purchase; the purchase price was $150 per $1,000 principal amount at maturity. Since the principal amount of validly tendered senior discount notes exceeded the amount of each issue that LVLT was seeking to purchase, the company first accepted for payment all notes of the respective series which were tendered at prices below the purchase price for that series, followed by notes which were tendered at the applicable purchase price, which were to be purchased on a pro-rata basis from among the tendered notes of that series. It set a proration factor of 62.495% for 10 ½% discount notes and 79.089% for the 12 7/8% discount notes. LVLT said it would pay the aggregate purchase price (including accrued interest, if any, through Oct. 24) of $720.6 million for the notes (the dollar-denominated notes accepted for purchase had a total face value of about $1.42 billion and the Euro-denominated notes had a total face value of about E330 million). Level 3 said it planned to pay for the note buy-back using available cash. Payment for the accepted notes was to be made to the depositary for the offer on Oct. 25, and all notes not accepted for payment were to be promptly returned to their holders. None of the nine individual offers for each series of notes was conditioned upon the consummation of any other offer, and no offer had as a condition that a minimum principal amount of notes or principal amount at maturity, as applicable, be tendered in that offer. The consummation of the tender offer for each series of notes was, however, subject to certain conditions described in the official Offer to Purchase. Salomon Smith Barney and J.P. Morgan acted as dealer managers for the offers, while Mellon Investor Services LLC was both the information agent and the depositary in connection with the tender offers.

ICN PHARMACEUTICALS, INC. (ICN) (Ba3/BB) said Tuesday (March 19) that it had that it has extended the expiration time for its previously announced tender offer for all of its outstanding 8 ¾% Series B senior notes due 2008, an related consent solicitation, until 12 noon ET on April 8, subject to possible further extension, from the previous March 21 deadline. As a result of the extension, the date on which the tender offer price is to be determined has been pushed back to 12 noon ET on April 3 (the third business day immediately preceding the revised expiration time), subject to possible further extension. Noting that the company's obligation to accept for payment, and to pay for, any notes tendered remain subject to certain conditions, including the completion of the previously announced initial public offering of a minority interest in the ICN's wholly owned subsidiary, Ribapharm Inc., the company intends, if necessary, to further extend the tender offer so that its expiration occurs at the same time as the completion of the Ribapharm offering. AS PREVIOUSLY ANNOUNCED, ICN, a Costa Mesa, Calif.-based pharmaceuticals maker, said Nov. 16 that it had informed a major shareholder (Swiss-based financier Tito Tettamanti) in a letter that its restructuring plans are on track, including its strategies for cutting debt. In the letter, ICN Chairman Milan Panic said that the company had raised $525 million through the recent sale of convertible notes, allowing it to repurchase $303 million in debt, "largely alleviating a major economic obstacle to our company restructuring." The company did not give a breakdown which issues of its debt were repurchased. On Dec. 21, the company said it had completed an exchange offer for its outstanding $194.6 million of 8¾% senior notes due 2008, which had been issued in a private placement. That exchange offer had not been previously publicly announced. ICN said that 100% of the notes had been exchanged for publicly tradable series B senior notes carrying the same 8¾% coupon and maturity. It said that it expected to begin a tender offer process for the exchanged notes in 2002, as part of the previously announced reorganization effort, which it said remained in place and on track. On Feb. 21, ICN said that it had begun a cash tender offer and consent solicitation for all of the company's $194.611 million of outstanding 8¾% Series B senior notes due 2008, as part of the previously announced restructuring plan, including a pending initial public offering of a minority interest in Ribapharm. It said the tender offer would be conditioned upon the completion of the Ribapharm offering and initially said it would expire at noon ET on March 21, which was subsequently extended, while the consent solicitation portion would expire at noon ET on March 7, subject to possible extension. ICN said the total consideration to be paid for each validly tendered note and properly delivered consent would be based upon a 50-basis point fixed spread over the yield to maturity on the reference security, the 4.75% US Treasury notes due Nov. 15, 2008. The purchase price would be set no later than two full business days prior to the expiration of the offer (the pricing date was originally expected to be March 19, but was subsequently extended along with the tender offer expiration deadline). ICN said the total consideration would include a $20 per $1,000 principal amount consent payment for those holders consenting to proposed indenture changes (which would eliminate substantially all of the restrictive covenants contained in the notes' indenture as well as certain events of default) by tendering their notes by the consent deadline. Holders tendering their notes would be required to consent to the proposed amendments. It said the consent of holders of a majority of the outstanding notes would be required for the proposed amendments to become effective, but the proposed amendments would not become operative until the notes are purchased pursuant to the offer. Holders tendering their notes after the consent date will not be entitled to receive the consent fee. On March 7, ICN said that it had received the requisite amount of tenders and consents to the proposed indenture changes from the holders of its 8¾% notes. As of the now-passed consent deadline of March 7, it had received tenders and consents from the holders of $194.389 million of the notes, or approximately 99% of the outstanding amount. It said that sufficient consents had been delivered to allow a supplement to the indenture incorporating the proposed changes to be executed. UBS Warburg LLC (contact Ralph Cimmino or David Knutson at 888 722-9555 or 203 719-8035 or 203 719-1575) is acting as the dealer manager for the tender offer and the solicitation agent for the consent solicitation. Morrow & Co., Inc. in New York (call 212 754-8000 or 800 654-2468) is the information agent for the offer.

IMPSAT FIBER NETWORKS, INC. (IMPT) said on March 11 that it had reached agreements with several of its largest vendors and bondholders on a restructuring plan aimed at reducing its debt by $680 million, with holders of the Buenos Aires, Argentina-based telecommunications operator's senior guaranteed notes due 2003 slated to receive $67 million of new senior guaranteed notes, initially convertible into 23% of the company's new common stock. Holders of its senior notes due 2005 and 2008 would exchange them for 98% of the company's new common stock. The company further said that holders of debt under Impsat's broadband network vendor financing agreements would receive $141 million of senior secured debt, $23 million of new senior guaranteed notes initially convertible into 5% of the company's new common stock, and warrants to acquire 15% of the company's new common stock. Existing stockholders would receive nothing. The agreements, which are non-binding, are likely to be followed by a prepackaged Chapter 11 filing during the first half of this year. Completion of the restructuring is subject to various conditions, including Impsat obtaining additional creditor support.

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