Hollywood Entertainment (NASDAQ:HLYW)
Historical Stock Chart
From Jun 2019 to Jun 2024
Hollywood Commences Tender Offer and Consent Solicitation For
9.625% Senior Subordinated Notes Due 2011
PORTLAND, Ore., March 24 /PRNewswire-FirstCall/ -- Hollywood Entertainment
Corporation ("Hollywood") (Nadsaq: HLYW) announced today that, in connection
with the previously announced acquisition (the "Proposed Transaction") of
Hollywood by Movie Gallery, Inc. ("Movie Gallery") (Nadsaq: MOVI), it has
commenced a cash tender offer and consent solicitation for any and all of its
$225,000,000 outstanding principal amount of 9.625% Senior Subordinated Notes
due 2011 (CUSIP No. 436141AJ4) (the "Notes"). The tender offer and the consent
solicitation are being made upon the terms and subject to the conditions set
forth in the Offer to Purchase for Cash and Consent Solicitation Statement and
related Letter of Transmittal and Consent, each dated March 24, 2005.
The tender offer is scheduled to expire at 5:00 p.m., New York City time, on
April 21, 2005, unless extended or earlier terminated. The total consideration
for each $1,000 principal amount of Notes validly tendered and accepted for
purchase will be determined on April 7, 2005 (unless the expiration date for
the tender offer is extended by ten or more business days, in which case the
price will be determined on the tenth business day prior to the expiration date
as extended) using the present value on the expected payment date of the sum of
$1,048.13 plus interest that would be paid from the payment date through March
15, 2007. The present value will be determined using the yield to maturity of
the 3.375% U.S. Treasury Note due Feb. 28, 2007, plus a fixed spread of 62.5
basis points. 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 5:00 p.m., New
York City time, on April 7, 2005 (the "Consent Payment Deadline"), unless such
date is extended. Holders who properly tender also will be paid accrued and
unpaid interest up to, but not including, the payment date. Holders who tender
their Notes after the Consent Payment Deadline will not receive the consent
payment. Tendered Notes may not be withdrawn and consents may not be revoked
after the Withdrawal Deadline, which will be the earlier of (i) the Consent
Payment Deadline and (ii) 5:00 p.m., New York City time, on the business day
following the business day on which Hollywood issues a press release announcing
that it has obtained the consents from holders of at least a majority in
aggregate principal amount of the Notes, unless such date is extended.
The consents are being solicited to eliminate substantially all of the
restrictive covenants and certain events of default contained in the indenture
governing the Notes (the "Proposed Amendments"). Holders may not tender their
Notes without delivering consents or deliver consents without tendering their
Notes. The obligation of Hollywood to accept for purchase and pay for the
Notes in the tender offer is conditioned on, among other things, the
satisfaction or waiver of all conditions precedent to the consummation of the
Proposed Transaction and the receipt of consents to the Proposed Amendments
from the holders of at least a majority of the aggregate principal amount of
outstanding Notes, each as described in more detail in the Offer to Purchase
and Consent Solicitation Statement.
This announcement is neither an offer to purchase, nor a solicitation of an
offer to purchase, nor a solicitation of tenders or consents with respect to,
any Notes. The tender offer and the consent solicitation are being made solely
pursuant to the Offer to Purchase for Cash and Consent Solicitation Statement
and related Letter of Transmittal and Consent.
Hollywood has retained Wachovia Securities to serve as the dealer manager and
solicitation agent for the tender offer and the consent solicitation. Questions
regarding the tender offer and the consent solicitation may be directed to
Wachovia Securities at (704) 715-8341 or (866) 309-6316. Requests for
documents in connection with the tender offer and the consent solicitation may
be directed to MacKenzie Partners, Inc., the information agent, at (212)
929-5500 or (800) 322-2885.
Hollywood, and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from its stockholders with respect
to the transactions contemplated by the Agreement and Plan of Merger by and
among Movie Gallery, TG Holdings, Inc., a wholly-owned subsidiary of Movie
Gallery, and Hollywood dated as of January 9, 2005 (the "Merger Agreement").
Information about the directors and executive officers of Hollywood and their
interests in the transactions contemplated by the Merger Agreement, including
their ownership of Hollywood common stock, is set forth in the proxy statement
for Hollywood's special meeting to consider the Merger Agreement, which was
filed with the SEC on March 21, 2005. Investors and security holders may
obtain additional information regarding the interests of such potential
participants by reading the proxy statement and the other relevant documents
filed with the SEC as they become available.
DATASOURCE: Hollywood Entertainment Corporation
CONTACT: Wachovia Securities, +1-704-715-8341 or +1-866-309-6316; or
MacKenzie Partners, Inc., +1-212-929-5500 or +1-800-322-2885