Corp. (NYSE: PDQ) (“Prime”) announced today that it has commenced a tender
offer and consent solicitation for all of its $190,000,000 of outstanding
9-3/4% Senior Subordinated Notes due 2007. Prime intends to fund the tender
offer with the net proceeds from its issuance of $200,000,000 of 8-3/8% Senior
Subordinated Notes due 2012 which it priced on Tuesday, April 16, 2002 and
cash on hand. Prime expects the settlement of the sale of these notes to
occur on Monday, April 29, 2002.
In connection with the tender offer, consents are being solicited to
effect certain changes to the covenants contained in the indenture under which
the 9-3/4% Senior Subordinated Notes were issued. Holders may not tender
their notes without delivering consents and may not deliver consents without
tendering their notes. Tendering holders who validly tender and deliver
consents by the consent date, which is April 29, 2002, will receive total
consideration of $1,050.00 per $1,000 principal amount of such notes, which
includes a consent fee of $30.00 per $1,000 principal amount. Holders who
validly tender their notes after the consent date will only receive the tender
consideration and not the consent fee. Accrued interest will be paid in
respect of notes validly tendered and accepted for payment.
The consent solicitation will expire at 5:00 P.M., New York City Time, on
Monday, April 29, 2002 and the tender offer will expire at 12:00 midnight, New
York City Time, on Tuesday, May 14, 2002, in each case unless extended or
earlier terminated by Prime. Prime currently plans to call for the redemption
of any notes not tendered in the tender offer at a redemption price of
$1,048.75 per $1,000 principal amount of such notes. This press release does not constitute a call for redemption, which may be made at a later date in
accordance with the indenture.
Prime has engaged Bear, Stearns & Co. Inc. to act as the exclusive Dealer
Manager and Solicitation Agent in connection with the tender offer and consent
Questions concerning the tender offer and the consent solicitation may be
directed to Bear, Stearns & Co. Inc., Global Liability Management Group, at
(877) 696-2327. D.F. King & Co., Inc. is acting as information agent in
connection with the tender offer and the consent solicitation. Holders may
obtain information relating to the tender offer and the consent solicitations
or documents by contacting D.F. King & Co., Inc. at (800) 549-6746.
Prime Hospitality Corp., one of the nation`s premiere lodging companies,
owns, manages, develops and franchises 234 hotels throughout the United
States. Prime owns and operates two proprietary brands, AmeriSuites(R)
(all-suites) and Wellesley Inns & Suites(R) (limited-service). Also within
Prime`s portfolio are owned and/or managed hotels operated under franchise
agreements with national hotel chains including Hilton, Radisson, Sheraton,
Holiday Inn and Ramada.