Modified Terms of Merger Agreement
Upon obtaining the requisite consent of unit holders, 100% of the
company's common stock will be acquired for
The transaction is expected to be completed in the first quarter of 2009, and is subject to the approval of holders of a majority of the common stock, receipt of valid tenders of 50.1% of the notes, receipt of consent from holders of at least 50.1% of the notes to certain amendments to the indenture governing the notes, and other customary closing conditions.
Restated Senior Credit Facility
The conditions of the amended credit facility include a pay down, at
closing, of
Deferred Interest Payments
As previously disclosed, the seventh amendment to Centerplate's current credit agreement required the company to defer interest on the subordinated notes following the November payment until the closing of the transaction. Deferred interest, and interest accrued thereon, will be paid on the closing date of the transaction.
About the Transaction
In connection with the proposed merger, Centerplate will file a definitive
proxy statement with the Securities and Exchange Commission and mail a copy to
its investors. In addition, the company will be filing a form 8-K, attaching
the amendment to the merger agreement and the restated credit agreement.
Investors and security holders are strongly advised to read the proxy
statement because it contains important information about the merger and the
parties to the merger. Information concerning the interests of Centerplate's
officers and directors in the solicitation, which may be different than those
of Centerplate's security holders generally, will be set forth in the proxy
statement relating to the merger. A copy of the proxy and the tender offer
documents will be sent to each security holder by mail, security holders may
also obtain a free copy of the definitive proxy statement and other documents
filed by Centerplate at the Securities and Exchange Commission's Web site at
http://www.sec.gov. The proxy statement, the tender offer documents and other
documents also may be obtained for free from Centerplate by directing such
request to Centerplate, Investor Relations, 2187 Atlantic Street,
This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other security. An official offer to purchase and the related letter of transmittal will be sent to unit holders.
About Centerplate
Centerplate, has its principal executive office in
About Kohlberg & Company
Kohlberg & Company, L.L.C. is a leading private U.S. equity firm with
offices in
Forward-Looking Statements
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although Centerplate believes that the expectations reflected in these forward-looking statements are reasonable, the company can give no assurance that these expectations will prove to have been correct or that they will occur. Important factors beyond Centerplate's control, including general economic conditions, consumer spending levels, changing trends in our business and competitive environment, the company's borrowing capacity, the provisions of the credit agreement, the provisions of the indenture, adverse weather conditions and other factors, as well as the risks identified in our most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission could cause actual results to differ materially from Centerplate's expectations. Centerplate undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Contact Information Gael Doar Director of Communications 203-975-5941 gael.doar@centerplate.com
SOURCE Centerplate, Inc.