Guitar Center, Inc. To Be Acquired By Bain Capital For $63.00 Per Share In Cash
June 27 2007 - 6:30AM
Business Wire
Guitar Center, Inc. (Nasdaq GS: GTRC) today announced that it has
signed a definitive agreement to be acquired by affiliates of Bain
Capital Partners, LLC, a leading global private investment firm.
The total transaction value, including assumed debt, is
approximately $2.1 billion. Under the terms of the merger
agreement, stockholders will receive $63.00 in cash in exchange for
each share of Guitar Center common stock they own. This represents
a 26% premium over the closing price of Guitar Center�s shares on
June 26, 2007. This agreement represents the culmination of an
auction process, led by Goldman, Sachs & Co., to solicit
interest in a potential acquisition of the Company. The Board of
Directors of Guitar Center, acting on the recommendation of a
Special Committee of independent directors, has approved the merger
agreement and recommends that Guitar Center stockholders support
the transaction. The transaction is expected to close in the fourth
quarter of 2007 and is subject to customary closing conditions,
including the approval of Guitar Center�s stockholders. Marty
Albertson, Chairman and Chief Executive Officer of Guitar Center,
stated, �We believe this transaction delivers outstanding value for
our stockholders, and is a strong validation of the Company�s
accomplishments over the years as well as our future growth
prospects. Following a comprehensive review process, our Board of
Directors concluded this transaction is in the best interests of
our Company and our stockholders and it has the full support of the
management team. Bain Capital has a successful track record and
significant investment experience in the retail industry and we
look forward to partnering with them going forward. We are
committed to maintaining our vendor relationships and ensuring our
customers will continue to experience the same quality and
selection of musical instrument products as well as the high level
of service and professional advice through our stores and our
websites.� �As the leading retailer of musical instruments in the
U.S., Guitar Center enjoys great brand recognition among musicians
nationwide, a loyal customer base, and a track record of
significant growth,� said Jordan Hitch, a Managing Director at Bain
Capital. �We look forward to working with the Company�s experienced
and capable management team to continue to build the business.�
Goldman, Sachs & Co. served as financial advisor to the Special
Committee of the Guitar Center Board of Directors and rendered a
fairness opinion in connection with the proposed merger. Peter J.
Solomon Company also served as financial advisor to the Special
Committee and rendered a fairness opinion in connection with the
proposed merger. Latham & Watkins LLP acted as counsel to the
Company and Bingham McCutchen LLP acted as counsel to the Special
Committee. For Bain Capital, JPMorgan and Lehman Brothers acted as
financial advisors, and Kirkland & Ellis LLP served as legal
counsel. About Guitar Center Guitar Center is the leading United
States retailer of guitars, amplifiers, percussion instruments,
keyboards and pro-audio and recording equipment. Our retail store
subsidiary presently operates more than 210 Guitar Center stores
across the United States. In addition, our Music & Arts
division operates more than 95 stores specializing in band
instruments for sale and rental, serving teachers, band directors,
college professors and students. We are also the largest direct
response retailer of musical instruments in the United States
through our wholly owned subsidiary, Musician�s Friend, Inc., and
its catalogs and websites, including www.musiciansfriend.com,
www.guitarcenter.com, www.wwbw.com and www.music123.com. More
information on Guitar Center can be found by visiting the Company�s
web site at www.guitarcenter.com. About Bain Capital Partners: Bain
Capital (www.baincapital.com) is a global private investment firm
that manages several pools of capital including private equity,
high-yield assets, mezzanine capital and public equity with
approximately $50 billion in assets under management. Since its
inception in 1984, Bain Capital has made private equity investments
and add-on acquisitions in over 240 companies around the world,
including such leading retailers and consumer companies as Toys �R�
Us, Michaels Stores, Burger King, Warner Music Group, Burlington
Coat Factory, Dunkin� Brands, Shopper's Drug Mart, Dollarama and
Staples. Headquartered in Boston, Bain Capital has offices in New
York, London, Munich, Hong Kong, Shanghai, and Tokyo.
Forward-Looking Statements This document includes statements that
do not directly or exclusively relate to historical facts. Such
statements are �forward-looking statements� within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
include statements regarding benefits of the proposed transaction,
future performance, financing for the transaction and the
completion of the transaction. These statements are based on the
current expectations of management of Guitar Center. There are a
number of risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements included
in this document. For example, among other things, (1) Guitar
Center may be unable to obtain regulatory approvals required for
the transaction, or required regulatory approvals may delay the
transaction or result in the imposition of conditions that could
have a material adverse effect on Guitar Center or cause the
parties to abandon the transaction; (2) conditions to the closing
of the transaction may not be satisfied; (3) the transaction may
involve unexpected costs, unexpected liabilities or unexpected
delays; (4) the businesses of Guitar Center may suffer as a result
of uncertainty surrounding the transaction; (5) the financing
required for Bain Capital to complete the transaction may be
delayed or may not be available; and (6) Guitar Center may be
adversely affected by other economic, business, and/or competitive
factors. Additional factors that may affect the future results of
Guitar Center are set forth in its filings with the Securities and
Exchange Commission, which are available at www.sec.gov. Unless
required by law, Guitar Center undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Guitar
Center intends to file a proxy statement with the SEC in connection
with soliciting proxies from stockholders for a special meeting of
stockholders to be held for the stockholders to consider and vote
upon the adoption of the merger agreement described in this press
release. Copies of the proxy statement and related proxy filings
filed by Guitar Center with the SEC will be available without
charge at the SEC�s website at www.sec.gov. The directors and
officers and certain other employees of Guitar Center may be deemed
to be participants in the solicitation of proxies for the special
meeting. Information about the interests of such persons in the
merger can be found in Guitar Center�s most recently filed
definitive proxy statement and Annual Report on Form 10-K, and also
will be included in Guitar Center�s proxy statement for the special
meeting. STOCKHOLDERS ARE URGED TO READ GUITAR CENTER�S PROXY
FILINGS AND RELATED PROXY MATERIALS FOR THE SPECIAL MEETING AS THEY
WILL CONTAIN IMPORTANT INFORMATION.
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