THE GREAT ATLANTIC & PACIFIC TEA CO. (GAP) (B2/ BB) said Tuesday (Dec. 18) that it had extended its previously announced tender offer for its 7.70% senior notes due 2004 to 11:59 p.m. ET on Dec. 19, subject to possible further extension, from the previous Dec. 17 deadline. As of the close of business on Dec. 17, approximately $177.6 million of the notes, or 88% of the outstanding amount, had been tendered. AS PREVIOUSLY ANNOUNCED, A&P, a Montvale, N.J. supermarket company, said Nov. 19 that it had begun a tender offer for any and all of its $200 million of outstanding 7.70% notes, and initially set Dec. 17 as the expiration deadline (since extended). The company said that in conjunction with the tender, it also commenced a consent solicitation to eliminate certain events of default and certain covenants in the indenture governing the notes. A&P initially offered to purchase tendered notes for $1,045.00 in cash for each $1,000 principal amount, although it announced on Dec. 4 that it would increase the price to $1,062.50 per $1,000 principal amount. It also said that holders will receive accrued and unpaid interest to the payment date. The purchase price includes a consent payment of $30.00 for each $1,000 principal amount of tendered notes that will be paid only for notes tendered prior to the now-expired consent date of 5:00 p.m. ET on Dec. 3. It said that consummation of the tender offer is subject to various conditions, including the valid tender (not subsequently withdrawn) of at least 80% of the outstanding aggregate principal amount of the notes. As of the now-expired consent deadline, bondholders had tendered $113 million of the notes, a majority of the outstanding amount. A&P also announced that it would sell $225 million of 10-year notes, and use the proceeds to buy back the 7.70% notes, as well as for general corporate purposes, including working capital. Syndicate sources said on Dec. 14 that A&P sold an upsized $275 million offer of 9 1/8% senior notes due 2011 via an underwriting group led by book-running manager Lehman Brothers Inc. and joint-lead manager Goldman Sachs, and including Morgan Stanley and Scotia Capital. Lehman Brothers is meanwhile the dealer manager and solicitation agent for the tender offer and the consent solicitation (contact: Scott Macklin at 212 455-3301 or collect at 212 681-2265). The information agent is D.F. King & Co., Inc. (800 769-4414) and the depositary is JP Morgan Chase Bank.

ISLE OF CAPRI BLACK HAWK LLC (B3/B) said Tuesday (Dec. 18) that it had redeemed all of its outstanding 13% first mortgage notes due 2004 as scheduled. AS PREVIOUSLY ANNOUNCED, Isle of Capri Black Hawk, a Black Hawk, Colo.-based casino operator, said on Nov. 16 that it would redeem all of its $75 million of 13% notes on Dec. 18. The company - 53% owned by Biloxi, Miss.-based gaming company ISLE OF CAPRI CASINOS INC. (ISLE) (B2/B) and 43% owned by Nevada Gold & Casinos Inc. (UWN) - said it would redeem the notes at a price of $1,065 per $1,000 principal amount, plus accrued and unpaid interest up to the date of the redemption. The company said it planned to fund the redemption with the proceeds from a new $90 million secured credit facility (consisting of $80 million in term loans and a $10 million credit revolver). The facility would be provided by a group of lenders, including CIBC World Markets, as administrative agent. Isle of Capri Black Hawk said it anticipated that funding under the credit facility would occur in approximately 30 days from the date of the announcement in connection with the redemption of the notes. Funding under the credit facility would be conditioned on Isle of Capri Black Hawk granting a security interest to CIBC, as administrative agent, in substantially all of its assets concurrent with the redemption of the notes. Undrawn revolver capacity under the CIBC credit facility would be available for working capital and other general corporate purposes. Isle of Capri Black Hawk said on Dec. 10 in a Securities and Exchange Commission filing that the previously announced planned repayment of the 13% first mortgage notes due 2004 would increase its after-tax net income by $3 million a year. The company said it would record a $6.8 million charge in its third quarter related to early extinguishment of debt.

FRIENDLY ICE CREAM CORP. (FRN) (B3/CCC+) on Monday (Dec. 17) announced the results of its previously announced "modified dutch auction" tender offer for some of its outstanding 10½% senior notes due 2007. The offer expired as scheduled at 11:59 p.m. on Dec. 14, without further extension. As of the deadline, $53.695 million of the notes had been tendered. The "clearing price" at which the notes are to be repurchased will be $800 per $1,000 principal amount. All notes tendered at less than the clearing price or with no price specified will be purchased at the clearing price; notes tendered at $800 per $1,000 principal amount will be accepted on a pro-rata basis, based on an acceptance percentage of 11.1%, while all notes not accepted for payment will be promptly returned to their holders. Holders will also receive accrued and unpaid interest up to the settlement date. The company issued a notice of acceptance for the tendered notes, and settlement is expected to occur promptly upon completion of the company's refinancing program. AS PREVIOUSLY ANNOUNCED, Friendly's, a Wilbraham, Mass.-based restaurant/ice cream shop operator and ice cream maker, said on Oct. 24 that it had begun a "modified dutch auction" tender offer for a portion of its outstanding 10½% notes. It was originally slated to expire at 11:59 p.m. ET on Nov. 20 (subsequently extended several times). The company asked noteholders to submit offers to sell their notes, at a price determined by each holder, within a range of $720 to $750 per $1,000 principal amount. Holders whose notes were accepted for purchase would also receive accrued and unpaid interest. Friendly's originally said it planed to spend a maximum of $21 million on the buyback, excluding interest costs, and that based on that total and on the stated price range, it said it envisioned buying back somewhere between $28 million and $29.166 million of the notes under the tender offer. On Dec. 3, the company reduced the total amount of funds it will spend to purchase the notes from $21 million to $17 million, and increased the offer prices for the notes to a new range of $750 to $800 per $1,000 principal amount, from the previous $720-$750 range. Accordingly, Friendly's said that the revised face amount of the notes which the company would purchase would now be between $21.3 million and $22.6 million. Under terms of the offer, notes could be tendered or withdrawn at any time prior to the deadline. The company said that under the "modified dutch auction" process, it would first accept notes offered for sale at the minimum price (originally $720 per $1,000 principal amount price, later raised to $750) and would then accept offers to sell notes in order of increasing offer price, until it had spent approximately its total alloted (first $21 million, later $17 million), excluding accrued interest. Friendly's said it would pay the clearing price to all holders whose offers were accepted for purchase, even if that price were higher than the price offered by a holder. It added that if the total principal amount of notes offered at the clearing price were to exceed the maximum amount of notes the company would accept under its tender offer, the notes would be accepted on a pro-rata basis. Friendly's said it was making the tender offer in connection with a three-part refinancing plan, involving a new revolving credit facility, new mortgage loans and a sale-leaseback transaction. It said the proceeds of these financings would be used to finance the offer, as well as to repay Friendly's existing credit facility, and for working letter relating to the mortgage financing, but does not have any commitments relating to the new credit facility or the sale and leaseback transaction. Availability of funds from the successful closing of the refinancing plan was a condition to Friendly's obligation to purchase the notes under its tender offer, and Friendly's cautioned that it could not give absolute assurances that it will be able to consummate the refinancing plan. On Dec. 3, the company extended the tender offer deadline to Dec. 14 and announced modifications to the offer as already mentioned, also explaining that it had been unable to obtain sufficient new financing, under its previously announced refinancing plan, and the then-pending tender offer was undersubscribed, with just $3.242 million principal amount of the notes tendered as of the previous Nov. 30 deadline. Friendly's said at that time that it was continuing its refinancing efforts, but said it now no longer expects to be able to obtain a new $35 million working capital facility. It said it would try to obtain a revolving credit facility of less than $35 million, but could give no assurances that it would be able to do so. Banc of America Securities LLC (toll free at 888 292-0700 or collect at 704 388-4813) was the exclusive dealer manager, The Bank of New York was the depositary, and D.F. King & Co., Inc. (800 207-3159 or 212 269-5550) was the information agent.

MOLL INDUSTRIES, INC. (Caa3/C) said Monday (Dec. 17) that it had extended its previously announced tender offer for a portion of its outstanding 10.5% senior subordinated notes due 2008 and the related solicitation of noteholder consents to proposed indenture changes. The tender offer deadline and consent deadline have been extended to 5 p.m. ET on Dec. 28, from the previous Dec. 14 deadline, both subject to possible further extension. Moll said that it has been unsuccessful in getting its existing lenders to modify its existing credit facilities to provide the financing required to fund the tender offer, and thus has extended the offer deadline and the consent date, to give the company the time to obtain a replacement senior secured credit facility and a new mezzanine debt term loan, although it could give no assurances it would be successful in obtaining such new financing. AS PREVIOUSLY ANNOUNCED, Moll Industries, a Davie, Fla.-based maker of custom molded and assembled plastic components, announced Sept. 19 that it had commenced a tender offer for up to $66.5 million principal amount of its outstanding $116.5 million principal amount of 10.5% Series B notes, along with a related solicitation of consents to the proposed elimination of substantially all of the covenants of the company contained in the note indenture (other than the covenants requiring the payment of the principal, premium, if any, and interest on the notes, and later, as noted below, the change-of-control buyback offer provision). The indenture changes also include the proposed elimination the default provisions contained in the indenture that relate to such covenants and to modify the definition of the term "subsidiary" contained in the indenture to exclude entities organized in non-U.S. jurisdictions. Moll originally set Oct. 2 as the consent deadline and Oct. 17 as the expiration deadline (both subsequently extended). Moll initially said that noteholders would have four options: A) Tender their notes by the consent date; holders of notes that are validly tendered and not withdrawn prior to the consent date would receive a payment of $200 per $1,000 principal amount of notes accepted for purchase, plus a consent payment of $2.50 per $1,000 principal amount, plus accrued and unpaid interest to the purchase date. B) Consent to the proposed amendments by the consent date without tendering; holders of in this category would receive the consent payment only. C) Decline to validly tender or consent; holders of notes in this category would not be eligible to receive the purchase price or the consent payment. Moll also originally offered a fourth option D) (which is now no longer viable because the consent and tender offer deadlines are the same) Tender the notes after original Oct. 2 consent date, but by the original Oct. 17 expiration date; holders of notes validly tendered and not withdrawn after the consent date, but by the expiration date, would have been slated to receive the purchase price for notes that are accepted for purchase, plus accrued and unpaid interest, but no consent payment. Moll said that if more than $66.5 million principal of notes were validly tendered and not withdrawn on or prior to the expiration date, the company would accept notes on a pro-rata basis. Tendering notes will also constitute the delivery of a consent, even if the notes are not accepted for purchase because the offer is over-subscribed. Holders of notes validly tendered but not accepted due to over-subscription are to be paid the consent payment. Tenders may be withdrawn at any time on or prior to the expiration date. Consents could be withdrawn at anytime prior to receipt of the requisite consents (defined as the receipt of consents from a majority of holders of outstanding notes) and the resultant execution of the supplemental indenture. Moll announced on Oct. 11 that holders representing a majority of the outstanding principal amount of the notes had agreed to deliver their consents to the proposed amendments. The company further said at that time that the proposed indenture changes had been amended to remove the reference to that section of the indenture which required it to offer to repurchase the notes at a price of 101% of principal in the event of a change of control, which was supposed to have been eliminated along with other restrictive indenture provisions. Therefore, it said, notwithstanding the receipt by the company of the requisite consents and the execution of a supplemental indenture incorporating proposed indenture changes, holders of the notes would continue to have the protection of the change-of-control covenant of the indenture. The offer is conditional on closing of requisite financing, the now-fulfilled condition of receipt of requisite consents to the proposed amendments and other customary conditions. Banc of America Securities LLC (704 388-2842 or 888 292-0070) is the exclusive dealer manager for the offer. D.F. King & Co., Inc. (212 269-5550 or 800 207-3155) is acting as information agent. State Street Bank and Trust Co. is the tabulation agent.

GRAY COMMUNICATIONS SYSTEMS INC. (GSC) (B3/B-) was heard by syndicate sources Friday (Dec. 14) to have sold $180 million 9¼% senior subordinated notes due 2011 via an underwriting group led by joint book-running managers Wachovia Securities, Banc of America Securities, and co-manager Allen & Co., with a portion of the proceeds expected to be used to redeem its existing 10.625% senior subordinated notes. AS PREVIOUSLY ANNOUNCED, Gray, an Atlanta-based television station operator and newspaper publisher, said on Dec. 11 that it would sell the 10-year Rule 144A senior subordinated notes, and would use a portion of the proceeds to redeem the existing notes and to pay the associated call premium. The company did not lay out a timetable for the planned note redemption. Besides the redemption, the company plans to use a portion of the proceeds for other general corporate purposes.

UNITED SURGICAL PARTNERS INTERNATIONAL INC. (USPI) (B3/B-) was heard by syndicate sources Friday (Dec. 14) to have sold $150 million 10% senior subordinated notes due 2011 via an underwriting group led by book-running manager Goldman Sachs & Co. and co-manager Scotia Capital, with portion of the proceeds expected to be used to redeem its outstanding 10% senior subordinated notes. AS PREVIOUSLY ANNOUCED, United Surgical, a Dallas-based owner/operator of surgical facilities in the U.S. and abroad, said on Dec. 3 that it would offer the ten-year Rule 144A senior subordinated notes, and would use a portion of the expected proceeds to redeem it's the outstanding notes. The company outlined no timetable for the note redemption. Besides the note redemption, proceeds will also be used to repay all outstanding indebtedness under certain of its credit facilities, redeem the outstanding shares of its Series D redeemable preferred stock, and for general corporate purposes, including acquisitions and the repayment of certain working capital lines of credit in Spain.

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