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Prime Hospitality Corp. Announces Cash Tender Offer and Related
Consent
Solicitation for its 8-3/8% Senior Subordinated Notes due 2012
FAIRFIELD, N.J., Sept. 9 /PRNewswire-FirstCall/ -- Prime Hospitality Corp.
(NYSE:PDQ) announced today that it had commenced a cash tender offer to
purchase any and all of its outstanding 8-3/8% Senior Subordinated Notes due
2012 (the "Notes") (CUSIP No. 741917AJ7), as well as a related consent
solicitation to amend the Notes and the indenture pursuant to which they were
issued. The tender offer and consent solicitation are being conducted in
connection with Prime Hospitality's previously announced agreement to merge
with an affiliate of The Blackstone Group.
The consent solicitation will expire at 5:00 p.m., New York City time, on
Wednesday, September 22, 2004, unless extended or amended by the Company.
Tendered Notes may not be withdrawn and consents may not be revoked after the
consent expiration date. The tender offer will expire at 8:00 a.m., New York
City time, on Friday, October 8, 2004, unless extended or earlier terminated by
the Company.
Holders tendering their Notes will be required to consent to proposed
amendments to the Notes and to the indenture governing the Notes, which will
eliminate substantially all of the restrictive covenants and certain events of
default, amend the merger and consolidation covenant and make changes to the
defeasance provisions. Holders may not tender their Notes without also
delivering consents or deliver consents without also tendering their Notes.
The total consideration to be paid for each $1,000 principal amount of Notes
will be a price equal to the present value, as of the payment date for such
Notes purchased in the tender offer, of the earliest redemption price for such
Notes ($1,041.88) and interest that would accrue on such Notes from the payment
date up to, but not including the earliest redemption date (May 1, 2007),
calculated based on (A) the yield to maturity on the 4.375% U.S. Treasury Note
due May 15, 2007, as calculated by Banc of America Securities LLC in accordance
with standard market practice, based on the bid price of such reference
security as of 2:00 p.m., New York City time, on the tenth business day
immediately preceding the Tender Offer Expiration Date, as displayed on
Bloomberg Government Pricing Monitor on "Page PX5" or any recognized quotation
source selected by Banc of America Securities LLC in its sole discretion, plus
(B) 50 basis points. Holders whose Notes are accepted for payment will also be
paid accrued and unpaid interest up to, but not including the date of payment
for the Notes. The total consideration includes a consent payment of $30.00 per
$1,000 principal amount of the Notes which will be payable only in respect of
the Notes purchased that are tendered on or prior to the consent expiration
date. Holders who tender their Notes after the consent expiration date will not
be entitled to receive the consent payment.
The tender offer and consent solicitation are made upon the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation
Statement, dated September 9, 2004 and the related Consent and Letter of
Transmittal. The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including receipt of consents sufficient to
approve the proposed amendments and the merger having occurred or occurring
substantially concurrent with the tender offer expiration date. The purpose of
the tender offer is to acquire all outstanding Notes in connection with the
merger. The purpose of the consent solicitation is to, among other things,
amend the Notes and the indenture governing the Notes to eliminate
substantially all of the restrictive covenants and certain events of default,
amend the merger and consolidation covenant and make changes to the defeasance
provisions (and make related changes in the Notes).
Prime Hospitality has retained Banc of America Securities LLC and Bear, Stearns
& Co. Inc. to act as the Dealer Managers for the tender offer and Solicitation
Agents for the consent solicitation. Banc of America Securities LLC can be
contacted at (888) 292-0070 (toll free) and (704) 388-9217 and Bear, Stearns &
Co. Inc. can be contacted at (877) 696-BEAR (toll free). The tender offer and
consent solicitation documents are expected to be distributed to holders
beginning today. Requests for documentation may be directed to D.F. King & Co.,
Inc., the Information Agent, which can be contacted at (212) 269- 5550 (for
banks and brokers only) and (800) 628-8532 (for all others toll free).
This release is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell the Notes. The offer to buy the
Notes is only being made pursuant to the tender offer and consent solicitation
documents, including the Offer to Purchase and Consent Solicitation Statement
that Prime Hospitality is distributing to Noteholders. The tender offer and
consent solicitation are not being made to Noteholders in any jurisdiction in
which the making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In any jurisdiction in
which the tender offer or consent solicitation are required to be made by a
licensed broker or dealer, they shall be deemed to be made by Banc of America
Securities LLC or Bear, Stearns & Co. Inc. on behalf of the Company.
DATASOURCE: Prime Hospitality Corp.
CONTACT: Richard Szymanski of Prime Hospitality Corp., +1-973-808-7751
Web site: http://www.primehospitality.com/
Company News On-Call: http://www.prnewswire.com/comp/130238.html