Providian (NYSE:PVN)
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From Jun 2019 to Jun 2024
Providian Financial Corporation (NYSE:PVN) today
announced that its Board of Directors has determined October 1, 2005
to be the anticipated effective date of the Company's business
combination with Washington Mutual, Inc. Washington Mutual has elected
under the terms of the merger agreement with the Company to modify the
structure of the transaction such that Providian will merge with and
into a wholly owned subsidiary of Washington Mutual. Holders of the
Company's common stock immediately prior to the effective time of the
merger will receive, for each share of the Company's common stock,
0.4005 shares of Washington Mutual's common stock and cash equal to
the value of 0.0495 shares of Washington Mutual's common stock. The
merger will constitute a "Fundamental Change" of Providian pursuant to
the Fourth Supplemental Indenture, between the Company and J.P. Morgan
Trust Company, National Association, as successor trustee, dated March
19, 2004 (the "Supplemental Indenture"), to the Company's Indenture
dated May 1, 1999 (the "Indenture").
Pursuant to Section 3.01(a)(vi) of the Supplemental Indenture,
Providian's 2-3/4% Convertible Cash to Accreting Senior Notes due
March 15, 2016 (the "Notes") will be convertible into shares of the
Company's common stock, at the conversion rate then in effect, from
September 9, 2005 to the effective date of the merger or the 10th
trading day after the date that the Company publicly announces that
the merger will not occur. If the merger occurs, a notice will be
provided to holders of the Notes and each Note will be convertible
from the effective date of the merger through the 10th trading day
after the date such notice is provided into the number of shares of
Washington Mutual common stock and cash that would have been received
by the holder of such Note in the merger if the Note had been
converted immediately prior to the merger.
Upon the effectiveness of the merger, Washington Mutual, through
its wholly owned subsidiary, will assume the Company's obligations
under the Indenture, Supplemental Indenture and the Notes and will,
pursuant to Section 4.01 of the Supplemental Indenture, make an offer
to repurchase the Notes at a purchase price equal to 100% of the
accreted principal amount plus accrued and unpaid interest to, but
excluding, the repurchase date established in accordance with the
Supplemental Indenture.
If the merger occurs, a Make Whole Premium, determined in
accordance with Section 2.01 of the Supplemental Indenture, will be
payable with respect to any conversion or repurchase of Notes effected
in connection with the merger.
The trustee will provide holders of the Notes with an Advance
Notice of Fundamental Change with respect to the Notes as of the date
of this press release. For more information or to obtain a copy of
such Notice, please contact the trustee at (800) 275-2048.
About Providian
San Francisco-based Providian Financial Corporation
(www.providian.com) is a leading provider of credit cards to
mainstream American consumers throughout the United States. By
combining experience, analysis and technology, Providian seeks to
build long-lasting relationships with its customers by providing
products and services that meet their evolving financial needs.