Midway Prices $65 Million of Convertible Senior Notes
September 14 2005 - 5:30AM
Business Wire
Midway Games Inc. (NYSE:MWY) announced today the pricing on
September 13, 2005, of its offering of $65 million of Convertible
Senior Notes due 2025. The notes are general unsecured obligations
of Midway and will only be offered and sold to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933. The notes will bear interest at a rate of
6% per year and will be convertible into Midway common stock, at
the option of the holders, at a conversion rate of 56.3253 shares
per $1,000 principal amount of the notes, which is equivalent to an
initial conversion price of approximately $17.75. The conversion
price represents a 10% premium over the closing price of Midway
common stock on the New York Stock Exchange on September 13, 2005.
There may be an increase in the conversion rate of the notes under
certain circumstances. Holders may require Midway to purchase for
cash all or part of their notes on April 30, 2009, September 30,
2010, September 30, 2015, and September 30, 2020, or upon the
occurrence of certain events, at 100% of the principal amount of
the notes plus accrued and unpaid interest and additional interest,
if any, up to, but not including, the date of purchase. Midway may
redeem for cash all or a portion of the notes at any time on or
after October 5, 2010, at 100% of the principal amount of the notes
plus accrued and unpaid interest and additional interest, if any,
up to, but not including, the date of redemption. The offering is
expected to close on September 19, 2005, subject to customary
closing conditions. Midway has granted the initial purchasers of
the notes an option to purchase, within 30 days from September 13,
2005, up to an additional $10 million aggregate principal amount of
notes. Midway intends to use the net proceeds from the offering for
general corporate purposes, including working capital, capital
expenditures and future acquisitions of, or strategic alliances
with, development companies or other companies involved in the
development or production of video games. This announcement is
neither an offer to sell nor a solicitation of an offer to buy any
of these securities. The notes and the common stock issuable upon
conversion of the notes have not been registered under the
Securities Act of 1933 or applicable state securities laws. Unless
so registered, the notes and common stock issuable upon conversion
of the notes may not be offered or sold in the United States except
pursuant to an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws. About Midway Games Headquartered in Chicago, IL with offices
in San Diego, CA, Seattle, WA, Austin, TX, Los Angeles, CA, Munich,
Germany, London, UK, and Adelaide, AUS, Midway Games Inc.
(NYSE:MWY) is a leading developer and publisher of interactive
entertainment software for major video game systems. More
information about Midway can be obtained at www.midway.com This
press release contains "forward-looking statements" within the
meaning of the federal securities laws concerning future business
conditions and the outlook for Midway Games Inc. (the "Company")
based on currently available information that involve risks and
uncertainties. The Company's actual results could differ materially
from those anticipated in the forward-looking statements as a
result of these risks and uncertainties, including, without
limitation, the financial strength of the interactive entertainment
industry, dependence on new product introductions and the ability
to maintain the scheduling of such introductions, the upcoming
console platform transition and other technological changes,
dependence on major platform manufacturers, adequacy of capital
resources and other risks more fully described under "Item 1.
Business - Risk Factors" in the Company's Annual Report on Form
10-K for the year ended December 31, 2004, and in the more recent
filings made by the Company with the Securities and Exchange
Commission.
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