Centerplate and Kohlberg Modify Terms of Merger Agreement; Kohlberg Secures Financing
23 Diciembre 2008 - 5:41PM
PR Newswire (US)
Transaction Expected to Close in First Quarter 2009 STAMFORD,
Conn., Dec. 23 /PRNewswire-FirstCall/ -- Centerplate, Inc. (Amex:
CVP; TSX: CVP.un), today announced that the terms of its merger
agreement with Kohlberg & Company, entered into on September
18, 2008, have been modified to reduce the price to be paid for
each IDS from $4.00 to $2.50. The weakness in the current credit
markets resulted in Kohlberg being unable to obtain financing at
the same levels or terms as originally contemplated in the merger
agreement. Centerplate also announced that Kohlberg and the company
have reached an agreement with the lenders under Centerplate's
current senior credit facility to amend this facility and extend
the maturity date from 2010 to 2012. The amended and restated
credit agreement will provide the necessary debt financing for
Kohlberg to acquire Centerplate. Modified Terms of Merger Agreement
Upon obtaining the requisite consent of unit holders, 100% of the
company's common stock will be acquired for $0.01 per share for the
common stock underlying these units. Each unit holder who tenders
the notes underlying their units will receive $2.49 for each note
tendered, subject to proration if more than 70% of the notes are
tendered. At the closing of the merger, each unit holder whose
notes are purchased will receive a total payment of $2.50 per unit.
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 $25.0 million on Centerplate's current term loan and
$25.0 million on its revolving line of credit. In addition, the
lenders, will be paid approximately $4.5 million in fees and
expenses at closing. Kohlberg will contribute $125.0 million in
equity which will be used to pay down a portion of the term loan
and the revolver and pay for the tender offer and merger
consideration. 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, Stamford, CT 06902, or by calling
203-975-5941 or by going to the company's web site at
http://www.centerplate.com/. 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
Stamford, CT, and is a leading provider of food and related
services including concessions, catering and merchandise services
in more than 130 sports facilities, convention centers and other
entertainment venues throughout the United States and Canada. Visit
the company online at http://www.centerplate.com/. About Kohlberg
& Company Kohlberg & Company, L.L.C. is a leading private
U.S. equity firm with offices in Mt. Kisco, New York and Menlo
Park, California. Since its inception in 1987, Kohlberg has
completed more than 90 platform and add-on acquisitions as the
control investor in a variety of industries including
manufacturing, healthcare, consumer products and service
industries. Kohlberg has invested a total of $2 billion in equity
across six private equity funds with aggregate transaction value of
approximately $7 billion. 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 DATASOURCE: Centerplate, Inc. CONTACT: Gael Doar,
Director of Communications of Centerplate, Inc., +1-203-975-5941,
Web site: http://www.centerplate.com/
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