Hollywood Commences Tender Offer and Consent Solicitation For 9.625% Senior Subordinated Notes Due 2011
24 Marzo 2005 - 2:00PM
PR Newswire (US)
Hollywood Commences Tender Offer and Consent Solicitation For
9.625% Senior Subordinated Notes Due 2011 PORTLAND, Ore., March 24
/PRNewswire-FirstCall/ -- Hollywood Entertainment Corporation
("Hollywood") (Nadsaq: HLYW) announced today that, in connection
with the previously announced acquisition (the "Proposed
Transaction") of Hollywood by Movie Gallery, Inc. ("Movie Gallery")
(Nadsaq: MOVI), it has commenced a cash tender offer and consent
solicitation for any and all of its $225,000,000 outstanding
principal amount of 9.625% Senior Subordinated Notes due 2011
(CUSIP No. 436141AJ4) (the "Notes"). The tender offer and the
consent solicitation are being made upon the terms and subject to
the conditions set forth in the Offer to Purchase for Cash and
Consent Solicitation Statement and related Letter of Transmittal
and Consent, each dated March 24, 2005. The tender offer is
scheduled to expire at 5:00 p.m., New York City time, on April 21,
2005, unless extended or earlier terminated. The total
consideration for each $1,000 principal amount of Notes validly
tendered and accepted for purchase will be determined on April 7,
2005 (unless the expiration date for the tender offer is extended
by ten or more business days, in which case the price will be
determined on the tenth business day prior to the expiration date
as extended) 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 3.375% U.S. Treasury
Note due Feb. 28, 2007, plus a fixed spread of 62.5 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
5:00 p.m., New York City time, on April 7, 2005 (the "Consent
Payment Deadline"), unless such date is extended. Holders who
properly tender also will be paid accrued and unpaid interest up
to, but not including, the payment date. Holders who tender their
Notes after the Consent Payment Deadline will not receive the
consent payment. Tendered Notes may not be withdrawn and consents
may not be revoked after the Withdrawal Deadline, which will be the
earlier of (i) the Consent Payment Deadline and (ii) 5:00 p.m., New
York City time, on the business day following the business day on
which Hollywood issues a press release announcing that it has
obtained the consents from holders of at least a majority in
aggregate principal amount of the Notes, unless such date is
extended. The consents are being solicited to eliminate
substantially all of the restrictive covenants and certain events
of default contained in the indenture governing the Notes (the
"Proposed Amendments"). Holders may not tender their Notes without
delivering consents or deliver consents without tendering their
Notes. The obligation of Hollywood to accept for purchase and pay
for the Notes in the tender offer is conditioned on, among other
things, the satisfaction or waiver of all conditions precedent to
the consummation of the Proposed Transaction and the receipt of
consents to the Proposed Amendments from the holders of at least a
majority of the aggregate principal amount of outstanding Notes,
each as described in more detail in the Offer to Purchase and
Consent Solicitation Statement. This announcement is neither an
offer to purchase, nor a solicitation of an offer to purchase, nor
a solicitation of tenders or consents with respect to, any Notes.
The tender offer and the consent solicitation are being made solely
pursuant to the Offer to Purchase for Cash and Consent Solicitation
Statement and related Letter of Transmittal and Consent. Hollywood
has retained Wachovia Securities to serve as the dealer manager and
solicitation agent for the tender offer and the consent
solicitation. Questions regarding the tender offer and the consent
solicitation may be directed to Wachovia Securities at (704)
715-8341 or (866) 309-6316. Requests for documents in connection
with the tender offer and the consent solicitation may be directed
to MacKenzie Partners, Inc., the information agent, at (212)
929-5500 or (800) 322-2885. Hollywood, and its directors and
executive officers, may be deemed to be participants in the
solicitation of proxies from its stockholders with respect to the
transactions contemplated by the Agreement and Plan of Merger by
and among Movie Gallery, TG Holdings, Inc., a wholly-owned
subsidiary of Movie Gallery, and Hollywood dated as of January 9,
2005 (the "Merger Agreement"). Information about the directors and
executive officers of Hollywood and their interests in the
transactions contemplated by the Merger Agreement, including their
ownership of Hollywood common stock, is set forth in the proxy
statement for Hollywood's special meeting to consider the Merger
Agreement, which was filed with the SEC on March 21, 2005.
Investors and security holders may obtain additional information
regarding the interests of such potential participants by reading
the proxy statement and the other relevant documents filed with the
SEC as they become available. DATASOURCE: Hollywood Entertainment
Corporation CONTACT: Wachovia Securities, +1-704-715-8341 or
+1-866-309-6316; or MacKenzie Partners, Inc., +1-212-929-5500 or
+1-800-322-2885
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