Providian Financial Corporation Announces the Convertibility of Its 2-3/4% Convertible Cash to Accreting Senior Notes Due March
09 Septiembre 2005 - 12:00PM
Business Wire
Providian Financial Corporation (NYSE:PVN) today announced that its
Board of Directors has determined October 1, 2005 to be the
anticipated effective date of the Company's business combination
with Washington Mutual, Inc. Washington Mutual has elected under
the terms of the merger agreement with the Company to modify the
structure of the transaction such that Providian will merge with
and into a wholly owned subsidiary of Washington Mutual. Holders of
the Company's common stock immediately prior to the effective time
of the merger will receive, for each share of the Company's common
stock, 0.4005 shares of Washington Mutual's common stock and cash
equal to the value of 0.0495 shares of Washington Mutual's common
stock. The merger will constitute a "Fundamental Change" of
Providian pursuant to the Fourth Supplemental Indenture, between
the Company and J.P. Morgan Trust Company, National Association, as
successor trustee, dated March 19, 2004 (the "Supplemental
Indenture"), to the Company's Indenture dated May 1, 1999 (the
"Indenture"). Pursuant to Section 3.01(a)(vi) of the Supplemental
Indenture, Providian's 2-3/4% Convertible Cash to Accreting Senior
Notes due March 15, 2016 (the "Notes") will be convertible into
shares of the Company's common stock, at the conversion rate then
in effect, from September 9, 2005 to the effective date of the
merger or the 10th trading day after the date that the Company
publicly announces that the merger will not occur. If the merger
occurs, a notice will be provided to holders of the Notes and each
Note will be convertible from the effective date of the merger
through the 10th trading day after the date such notice is provided
into the number of shares of Washington Mutual common stock and
cash that would have been received by the holder of such Note in
the merger if the Note had been converted immediately prior to the
merger. Upon the effectiveness of the merger, Washington Mutual,
through its wholly owned subsidiary, will assume the Company's
obligations under the Indenture, Supplemental Indenture and the
Notes and will, pursuant to Section 4.01 of the Supplemental
Indenture, make an offer to repurchase the Notes at a purchase
price equal to 100% of the accreted principal amount plus accrued
and unpaid interest to, but excluding, the repurchase date
established in accordance with the Supplemental Indenture. If the
merger occurs, a Make Whole Premium, determined in accordance with
Section 2.01 of the Supplemental Indenture, will be payable with
respect to any conversion or repurchase of Notes effected in
connection with the merger. The trustee will provide holders of the
Notes with an Advance Notice of Fundamental Change with respect to
the Notes as of the date of this press release. For more
information or to obtain a copy of such Notice, please contact the
trustee at (800) 275-2048. About Providian San Francisco-based
Providian Financial Corporation (www.providian.com) is a leading
provider of credit cards to mainstream American consumers
throughout the United States. By combining experience, analysis and
technology, Providian seeks to build long-lasting relationships
with its customers by providing products and services that meet
their evolving financial needs.
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