Guitar Center, Inc. Announces settlement of Offer to Exchange and Consent Solicitation

World News: . []

WESTLAKE VILLAGE, Calif., April 16, 2018 (GLOBE NEWSWIRE) -- Guitar Center, Inc. (the “”) today announced the final settlement of its previously announced exchange offer and consent solicitation (the “”) to eligible holders of its outstanding 9.625% Senior Unsecured Notes due 2020 (the “”). The Exchange Offer, which was made pursuant to the terms and subject to the conditions set forth in the Company’s Amended and Restated Confidential Offering Memorandum and Consent Solicitation Statement dated March 21, 2018 (the “”), consisted of an offer to exchange validly tendered Existing Notes for (i) the Company’s newly issued 13% Cash/PIK Notes due 2022 (the “”) and (ii) warrants (the “” and, together with the Exchange Notes, the “”)  to purchase shares of common stock, par value $0.01 per share, of Guitar Center Holdings, Inc., a Delaware corporation and the direct parent of the Company (“”). The Exchange Offer also consisted of an early tender premium payable in cash for Existing Notes tendered prior to the early tender date of March 23, 2018 (the “”).  

At settlement, the Company issued $317,957,000.00 in aggregate principal amount of Exchange Notes, paid an Early Tender Consideration of $1,589,785.00 and support party fees totaling $1,512,775.00 in cash and Holdings issued Warrants, in each case, in exchange for Existing Notes validly tendered and accepted for exchange pursuant to the Exchange Offer.

The New Securities have not been registered under the Securities Act of 1933, as amended (the “”) or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.

In addition, as previously announced, in connection with the Exchange Offer, the Company received the requisite number of consents to approve certain proposed amendments to the indenture governing the Existing Notes, which, among other items, would eliminate or modify substantially all of the restrictive covenants relating to the Company and its subsidiaries, certain reporting obligations, certain events of default and related provisions. The Company and the trustee for the Existing Notes have entered into a supplemental indenture to give effect to the proposed amendments. Such amendments are operative with respect to the Existing Notes that remain outstanding after giving effect to the Exchange Offer.

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Globe Newswire: 17:55 GMT Monday 16th April 2018

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