Blockbuster Inc. Commences Tender Offer and Consent Solicitation for Hollywood Entertainment Corporation's 9.625% Senior Subordi
11 Febbraio 2005 - 8:00PM
PR Newswire (US)
Blockbuster Inc. Commences Tender Offer and Consent Solicitation
for Hollywood Entertainment Corporation's 9.625% Senior
Subordinated Notes Due 2011 DALLAS, Feb. 11 /PRNewswire-FirstCall/
-- Blockbuster Inc. (NYSE:BBINYSE:BBI.B) today announced that, in
connection with its previously announced exchange offer for all of
the outstanding shares of common stock of Hollywood Entertainment
Corporation (NASDAQ:HLYW), it is commencing an offer to purchase
for cash any and all of the $225.0 million principal amount of
9.625% Senior Subordinated Notes due 2011 issued by Hollywood.
Blockbuster is also soliciting consents from the holders of the
notes to approve certain amendments to the indenture under which
the notes were issued. The tender offer is contingent on, among
other things, the receipt of consents necessary to approve such
amendments to the indenture, at least a majority of the notes being
validly tendered and not withdrawn, the satisfaction or waiver of
the conditions to the exchange offer for Hollywood's common stock,
and other general conditions described in the offer to purchase.
The total consideration to be paid for each $1,000 principal amount
of notes tendered and accepted for payment will be determined on
the 11th business day preceding the expiration date of the offer,
using the present value on the expected payment date of the sum of
$1,048.13 plus interest that would be paid from the payment date
through March 15, 2007. The present value will be determined using
the yield to maturity of the 2.25% U.S. Treasury Note due Feb. 15,
2007, plus a fixed spread of 75 basis points. The total
consideration for each note tendered includes a consent payment of
$30.00 per $1,000 principal amount of notes to holders who validly
tender their notes and deliver their consents prior to 5 p.m., New
York City time, on the consent date, which will be the later of (i)
Feb. 25, 2005 or (ii) three business days following Blockbuster's
announcement of the termination of the Agreement and Plan of
Merger, dated Jan. 9, 2005, among Hollywood, Movie Gallery, Inc.
and TG Holdings, Inc. Holders who tender their notes on or prior to
the consent date may not withdraw or revoke their tender (except
under certain limited circumstances where required by law) after
the consent date. Holders who tender their notes after the consent
date will not receive the consent payment. The tender offer will
expire at midnight, New York City time, on March 11, 2005, unless
extended or earlier terminated. The consents being solicited will
eliminate substantially all of the restrictive covenants and
certain events of default in the indenture governing the notes.
Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is
contained in the Offer to Purchase and Consent Solicitation
Statement and the Consent and Letter of Transmittal, each dated
Feb. 11, 2005, and related documents. Blockbuster has received a
financial commitment from JPMorgan Chase Bank, N.A., Credit Suisse
First Boston and Citicorp North America, Inc. for the funds
necessary to complete the tender offer. Credit Suisse First Boston
LLC (800-820-1653), Citigroup Global Markets Inc. (800-558-3745)
and JP Morgan Securities Inc. (866-834-4666) have been appointed as
dealer managers and solicitation agents for the tender offer and
consent solicitation. Morrow & Co., Inc. has been appointed the
information agent and Mellon Investor Services LLC has been
appointed as the depositary for the tender offer and consent
solicitation. The Offer to Purchase and Consent Solicitation
Statement, the Consent and Letter of Transmittal and any additional
information concerning the terms and conditions of the tender offer
and consent solicitation may be obtained by contacting Morrow &
Co., Inc., 445 Park Avenue, 5th Floor, New York, NY 10022, E-mail:
. Noteholders please call: (800) 654-2468. This press release is
not an offer to purchase, a solicitation of an offer to purchase or
a solicitation of consents with respect to Hollywood's 9.625%
Senior Subordinated Notes. The tender offer and consent
solicitation is being made solely by the Offer to Purchase and
Consent Solicitation Statement dated Feb. 11, 2005. In addition,
this press release is neither an offer to purchase nor a
solicitation of an offer to sell any other securities, including
Hollywood common stock. Any exchange offer for Hollywood common
stock will be made only through a registration statement and
related materials. In connection with its previously announced
exchange offer for Hollywood common stock, Blockbuster has filed a
registration statement on Form S-4 (containing a prospectus) with
the Securities and Exchange Commission. Investors and security
holders of Hollywood are advised to read these disclosure materials
(including other disclosure materials when they become available),
because these materials contain important information. Investors
and security holders may obtain a free copy of the disclosure
materials and other documents related to the exchange offer filed
by Blockbuster with the Securities and Exchange Commission at the
SEC's website at http://www.sec.gov/ . The disclosure materials and
other documents related to the exchange offer and the tender offer
may also be obtained from Blockbuster upon request by directing
such request to Morrow & Co., Inc. in the manner described
above. This press release contains forward-looking statements
relating to Blockbuster's tender offer for all of Hollywood's
9.625% Senior Subordinated Notes, its solicitation of consents from
the holders of such notes and its related expectations with regard
to the offer and consent solicitation. Specific forward-looking
statements relate to (i) the terms and conditions of the tender
offer, including the timeframe for the offer, the consideration to
be paid in connection with the offer and consent solicitation, and
the conditions to consummation of the offer; and (ii) the source of
funds for the offer and consent solicitation. These forward-looking
statements are based on Blockbuster's current intent, expectations,
estimates and projections and are not guarantees of future
performance. These statements involve risks, uncertainties,
assumptions and other factors that are difficult to predict and
that could cause actual results to vary materially from those
expressed in or indicated by them. In addition, some factors are
beyond Blockbuster's control, including the possible consummation
of the announced merger between Hollywood and Movie Gallery, Inc.
Therefore, Blockbuster can give no assurance that the proposed
transactions will be completed or that the conditions to
Blockbuster's exchange offer for all of the shares of Hollywood's
outstanding common stock or the tender offer will be satisfied.
Other factors that could cause actual results to differ materially
from the statements made in this release include, among others: (i)
the satisfaction, or waiver by Blockbuster, of any or all of the
conditions to the exchange offer for Hollywood common stock and/or
the tender offer; (ii) Blockbuster's ability to provide the
necessary information and to take such actions as are necessary to
comply with the Federal Trade Commission's requests of it and to
clear the Hart-Scott-Rodino process with respect to the exchange
offer for Hollywood common stock; (iii) Blockbuster's and
Hollywood's ability to receive any and all other necessary
approvals, including any other necessary governmental or regulatory
approvals and the approval of the respective Boards of Directors
and stockholders, if applicable; (iv) Blockbuster's ability to
close the financings necessary for the proposed exchange offer for
Hollywood common stock and tender offer and consent solicitation;
and (v) other factors as described in filings with the Securities
and Exchange Commission, including the detailed factors discussed
under the headings "Risk Factors" in Blockbuster's prospectus
included in its registration statement on Form S-4 as filed with
the Securities and Exchange Commission on February 2, 2005,
"Cautionary Statements" in Blockbuster's annual report on Form 10-K
for the fiscal year ended December 31, 2003 and "Disclosure
Regarding Forward-Looking Information" in Blockbuster's quarterly
report on Form 10-Q for the fiscal quarter ended September 30,
2004. DATASOURCE: Blockbuster Inc. CONTACT: press, Karen Raskopf,
Senior Vice President, Corporate Communications, or Randy Hargrove,
Senior Director, Corporate Communications, +1-214-854-3190, or
analysts-investors, Mary Bell, Senior Vice President, Investor
Relations, +1-214-854-3863, or Angelika Torres, Director, Investor
Relations, +1-214-854-4279, all of Blockbuster Inc. Web site:
http://www.sec.gov/ Web site: http://www.blockbuster.com/
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