Advantica Restaurant Group, one of the largest restaurant companies in the US, announced yesterday [Monday] that it is amending its exchange offer with respect to US$265m of its 11.25% senior notes due 2008 (Old Notes), of which US$529.6m aggregate principal amount is currently outstanding.


Advantica is now offering to exchange up to US$212m of registered 12.75% senior notes due 2007 to be jointly issued by Denny’s Holdings and Advantica (New Notes) for up to US$265m of Old Notes.


Under the terms of the amended offer, for each US$1,000 principal amount of Old Notes exchanged, Advantica is now offering US$800 principal amount of New Notes, plus accrued and unpaid interest in cash. In the event that the Old Notes tendered exceed the maximum amount, then Advantica will allocate the New Notes on a pro rata basis.


The exchange offer is being further amended to waive the condition, previously announced on 14 March, that a minimum of US$60m aggregate principal amount of Old Notes be validly tendered and accepted on or prior to the expiration date, to provide that consummation of the exchange offer is now conditioned on at least US$50m aggregate principal amount of Old Notes being validly tendered and accepted on or prior to the expiration date.


Complete information concerning the amendment to the exchange offer is set forth in a prospectus supplement of 25 March 2002 being distributed to holders of the Old Notes, together with the original prospectus dated 3 January 2002 and the earlier prospectus supplement dated 15 March 2002.

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The exchange offer has also been further extended in connection with this amendment and is scheduled to expire at 5:00pm, New York City time, on 9 April 2002. To date, an aggregate of approximately US$56.8m of Old Notes has been tendered for exchange.


UBS Warburg LLC is acting as the dealer manager in the exchange offer. MacKenzie Partners, Inc. is acting as the information agent, and US Bank National Association is serving as the exchange agent.

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