Corp. (NYSE: PDQ) (“Prime”) announced this week that it completed the issuance of
$200 million 8-3/8% Senior Subordinated Notes due 2012 and that as of
5:00 p.m., New York City time, on April 29, 2002 (the “Consent Date”), it had
received the tenders and consents required to eliminate or modify certain
covenants and related provisions in the indenture governing its outstanding
9-3/4% Senior Subordinated Notes due 2007 (the “Notes”). As of the Consent
Date, tenders and consents representing approximately 99.8% of the
$190 million aggregate principal amount outstanding of the Notes were received
by the depositary and accepted for payment by Prime.
Prime has paid the total consideration of $1,050.00 per $1,000 principal
amounts of Notes validly tendered on or prior to the Consent Date by delivery
to the depositary. Furthermore, Prime and the indenture trustee have executed
a supplemental indenture containing certain amendments to the indenture, as
described in Prime`s Offer to Purchase and Consent Solicitation Statement
dated April 17, 2002 (the “Offer to Purchase”). Prime paid for the Notes with
the net proceeds of the issuance of $200 million 8-3/8% Senior Subordinated
Notes due 2012 and cash on hand.
Holders who validly tender their Notes after the Consent Date and prior to
12:00 midnight on Tuesday, May 14, 2002 (the “Expiration Date”) are only
entitled to receive the purchase price for their Notes equal to the total
consideration minus the consent payment. As a result, holders are entitled to
receive $1,020.00 for each $1,000 principal amount of Notes tendered after the
Consent Date but prior to the Expiration Date.
Bear, Stearns & Co. Inc. is the dealer manager for the tender offer and
solicitation agent for the consent solicitation. Questions or requests for
assistance may be directed to Bear Stearns at 877-696-BEAR (toll free).
Requests for documentation may be directed to D.F. King & Co., Inc., the
information agent for the tender offer and the consent solicitation at
800-549-6746 (toll free). Beneficial owners may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the tender offer and consent solicitation.
This announcement shall not constitute an offer to purchase, a
solicitation of an offer to purchase or a solicitation of consents with
respect to any securities. The tender offer and consent solicitation is being
made solely by the Offer to Purchase and the related letter of transmittal and
In addition, Prime confirmed that it intends to call for redemption 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