Blockbuster Announces Pricing for Tender Offer and Consent Solicitation for Hollywood Entertainment Corporation's 9.625% Senior
February 28 2005 - 7:30AM
PR Newswire (US)
Blockbuster Announces Pricing for Tender Offer and Consent
Solicitation for Hollywood Entertainment Corporation's 9.625%
Senior Subordinated Notes Due 2011 DALLAS, Feb. 28
/PRNewswire-FirstCall/ -- Blockbuster Inc. (NYSE:BBINYSE:BBI.B)
today announced the pricing for its offer to purchase for cash any
and all of the outstanding 9.625% Senior Subordinated Notes due
2011 issued by Hollywood Entertainment Corporation (NASDAQ:HLYW)
and related consent solicitation, commenced on Feb. 11, 2005. The
total consideration to be paid for each $1,000 principal amount of
notes validly tendered and accepted for payment will be $1,146.24.
The total consideration for each note tendered includes a consent
payment of $30.00 per $1,000 principal amount of notes to holders
who validly tender their notes and deliver their consents prior to
the consent date. Holders tendering after the consent date but on
or prior to the expiration date will receive $1,116.24 per $1,000
principal amount of Notes validly tendered and accepted for
payment. In addition, holders of notes who tender in the offer will
receive accrued and unpaid interest up to but not including the
payment date. The purchase price was fixed as of 2 p.m., New York
City time, on Feb. 25, 2005, based on the pricing formula set forth
in the related Offer to Purchase and Consent Solicitation
Statement. All of the terms and conditions of the tender offer,
including the consideration for the notes and the expiration date,
remain unchanged. The tender offer is scheduled to expire at
midnight, New York City time, on March 11, 2005, unless extended or
earlier terminated. The consent date will be three business days
following Blockbuster's announcement of the termination of the
Agreement and Plan of Merger, dated Jan. 9, 2005, among Hollywood,
Movie Gallery, Inc. and TG Holdings, Inc. Holders who tender their
notes on or prior to the consent date may not withdraw or revoke
their tender (except under certain limited circumstances where
required by law) after the consent date. Holders who tender their
notes after the consent date will not receive the consent payment.
Credit Suisse First Boston LLC (800-820-1653), Citigroup Global
Markets Inc. (800-558-3745) and J.P. Morgan Securities Inc.
(866-834-4666) have been appointed as dealer managers and
solicitation agents for the tender offer and consent solicitation.
Morrow & Co., Inc. has been appointed the information agent and
Mellon Investor Services LLC has been appointed as the depositary
for the tender offer and consent solicitation. The Offer to
Purchase and Consent Solicitation Statement, the Consent and Letter
of Transmittal and any additional information concerning the terms
and conditions of the tender offer and consent solicitation may be
obtained by contacting Morrow & Co., Inc., 445 Park Avenue, 5th
Floor, New York, NY 10022, E-mail: . Noteholders please call: (800)
654-2468. This press release is not an offer to purchase, a
solicitation of an offer to purchase or a solicitation of consents
with respect to Hollywood's 9.625% Senior Subordinated Notes. The
tender offer and consent solicitation is being made solely by the
Offer to Purchase and Consent Solicitation Statement dated Feb. 11,
2005. In addition, this press release is neither an offer to
purchase nor a solicitation of an offer to sell any other
securities, including Hollywood common stock. Any exchange offer
for Hollywood common stock will be made only through a registration
statement and related materials. In connection with its previously
announced exchange offer for Hollywood common stock, Blockbuster
filed a registration statement on Form S-4 (containing a
prospectus) with the Securities and Exchange Commission on Feb. 2,
2005. Investors and security holders of Hollywood are advised to
read these disclosure materials (including other disclosure
materials when they become available), because these materials
contain important information. Investors and security holders may
obtain a free copy of the disclosure materials and other documents
related to the exchange offer filed by Blockbuster with the
Securities and Exchange Commission at the SEC's website at
http://www.sec.gov/ . The disclosure materials and other documents
related to the exchange offer and the tender offer may also be
obtained from Blockbuster upon request by directing such request to
Morrow & Co., Inc. in the manner described above. This press
release contains forward-looking statements relating to
Blockbuster's tender offer for all of Hollywood's 9.625% Senior
Subordinated Notes, its solicitation of consents from the holders
of such notes and its related expectations with regard to the offer
and consent solicitation. Specific forward-looking statements
relate to the terms and conditions of the tender offer, including
the timeframe for the offer and the consideration to be paid in
connection with the offer and consent solicitation. These forward-
looking statements are based on Blockbuster's current intent,
expectations, estimates and projections and are not guarantees of
future performance. These statements involve risks, uncertainties,
assumptions and other factors that are difficult to predict and
that could cause actual results to vary materially from those
expressed in or indicated by them. In addition, some factors are
beyond Blockbuster's control, including the possible consummation
of the announced merger between Hollywood and Movie Gallery, Inc.
Therefore, Blockbuster can give no assurance that the proposed
transaction will be completed. Other factors that could cause
actual results to differ materially from the statements made in
this release include, among others: (i) Blockbuster's ability to
satisfy, or its waiver of, any or all of the conditions to
Blockbuster's exchange offer for all of the shares of Hollywood's
outstanding common stock and/or the tender offer; (ii)
Blockbuster's ability to provide the necessary information and to
take such actions as are necessary to comply with the Federal Trade
Commission's requests of it and to clear the Hart-Scott-Rodino
process with respect to the exchange offer for Hollywood common
stock; (iii) Blockbuster's and Hollywood's ability to receive any
and all other necessary approvals, including any other necessary
governmental or regulatory approvals and the approval of the
respective Boards of Directors and stockholders, if applicable;
(iv) Blockbuster's ability to close the financings necessary for
the proposed exchange offer for Hollywood common stock and tender
offer and consent solicitation; and (v) other factors as described
in filings with the Securities and Exchange Commission, including
the detailed factors discussed under the headings "Risk Factors" in
Blockbuster's prospectus included in its registration statement on
Form S-4 as filed with the Securities and Exchange Commission on
Feb. 2, 2005, "Cautionary Statements" in Blockbuster's annual
report on Form 10-K for the fiscal year ended Dec. 31, 2003 and
"Disclosure Regarding Forward-Looking Information" in Blockbuster's
quarterly report on Form 10-Q for the fiscal quarter ended Sept.
30, 2004. DATASOURCE: Blockbuster Inc. CONTACT: media, Randy
Hargrove, Director, Corporate Communications, +1-214-854-3190, or
Karen Raskopf, Senior Vice President, Corporate Communications,
+1-214-854-3190, or analysts-investors, Mary Bell, Senior Vice
President, Investor Relations, +1-214-854-3863, or Angelika Torres,
Director, Investor Relations, +1-214-854-4279, all of Blockbuster
Inc. Web site: http://www.sec.gov/ Web site:
http://www.blockbuster.com/
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