Item
7.01. Regulation FD Disclosure.
On
October 5, 2007, Guitar Center, Inc. (the “Company”), in connection with the
anticipated merger of the Company with an affiliate of Bain Capital Partners, LLC, commenced distribution of a
confidential information memorandum to potential lenders relating to a proposed
arrangement of $1.025 billion of Senior Secured Credit Facilities. The Company is furnishing certain sections of
the confidential information memorandum for the arrangement of the Senior
Secured Credit Facilities so that these sections will be disclosed pursuant to
Regulation FD. A copy of these sections
is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The
merger is expected to close during the week of October 8, 2007.
The
information in this Item 7.01, including that incorporated herein by reference,
is being furnished and shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Item, including that
incorporated herein by reference, shall not be deemed incorporated by reference
into any registration statement or other document pursuant to the Securities
Act of 1933, as amended.
Forward-Looking
Statements
This
current report on Form 8-K, including the information incorporated herein by
reference, 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
(including estimated future improvement in existing Guitar Center retail
stores), 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) conditions to the closing of the
transaction may not be satisfied; (2) the transaction may involve unexpected
costs, unexpected liabilities or unexpected delays; (3) the businesses of
Guitar Center may suffer as a result of uncertainty surrounding the
transaction; (4) the financing required for Bain Capital to complete the
transaction may be delayed or may not be available; and (5) Guitar Center may
be adversely affected by other economic, business, and/or competitive factors
that could cause the transaction to be delayed or not completed. Additional factors that may affect the future
results of Guitar Center, Inc. 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.
Explanation of the Company’s Use of Certain
Non-GAAP Financial Measures
In addition, this current report on Form 8-K,
including the information incorporated herein
by reference, includes certain non-GAAP
financial measures, among them those presented under the caption “Historical
financial overview” in the sections of the confidential information memorandum
furnished herewith, which are reconciled to GAAP financial measures under the
caption “Adjusted EBITDA calculation”. We believe that our presentation of
historical non-GAAP financial measures provides information useful to investors
in understanding the underlying operational performance of the Company, its
business and performance trends and facilitates comparisons with the
performance of others in our industry.
These historical non-GAAP measures are in addition to, not a substitute
for, or superior to, measures of financial performance prepared in accordance
with GAAP.
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