Hollywood Entertainment (NASDAQ:HLYW)
Historical Stock Chart
From Jun 2019 to Jun 2024
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/