Bell Sports Corp. Completes Merger With HB Acquisition Corp. and Related Financing Transactions.SAN JOSE San Jose, city, United States San Jose (sănəzā`, săn hōzā`), city (1990 pop. 782,248), seat of Santa Clara co., W central Calif.; founded 1777, inc. 1850. , Calif.--(BUSINESS WIRE)--Aug. 17, 1998--Bell Sports Corp. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : BSPT BSPT Bachelor of Science in Physical Therapy BSPT British Standard Taper Pipe Thread BSPT Bachelor of Science in Physics for Teachers and BSPTG) Monday announced that it has completed its plan of recapitalization and merger with HB Acquisition Corp., an affiliate of Charlesbank Equity Fund IV, Limited Partnership (together with its affiliates, "Charlesbank") and Brentwood Associates Buyout Fund II, L.P. (together with its affiliates, "Brentwood"). Each outstanding share of the company's common stock has been converted into the right to receive $10.25 per share in cash. Today will be the last trading day Last Trading Day The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur. Notes: If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from for the company's common stock. The company will send each registered stockholder a letter describing the procedures to be followed in order to surrender his or her stock certificates in exchange for the merger consideration. Stockholders should not forward their certificates to the company. In connection with the plan of recapitalization and merger, Charlesbank and Brentwood invested an aggregate of $45 million in equity of the company and $15 million in the company's 14 percent Senior Discount Debentures due 2009. The company accepted for purchase the maximum $62.5 million aggregate principal amount of its 4 1/4 percent Convertible Subordinated Debentures due 2000 (the "Debentures") pursuant to its previously announced offer to purchase. The tender offer was commenced June 30, 1998 and expired at 7:00 a.m. on Aug. 14, 1998. Upon expiration of the tender offer, approximately $77 million aggregate principal amount of Debentures had been tendered. Donaldson, Lufkin & Jenrette Securities Corp. acted as dealer manager for the tender offer. Bell Sports Inc., a wholly-owned subsidiary of the company, issued $110,000,000 aggregate principal amount of 11.00 percent Senior Subordinated Notes due 2008 (the "Notes") pursuant to a private placement, which was not registered under the Securities Act of 1933. The Notes may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from registration requirements. Interest on the Notes will be payable semi-annually, in arrears Adv. 1. in arrears - in debt; "he fell behind with his mortgage payments"; "a month behind in the rent"; "a company that has been run behindhand for years"; "in arrears with their utility bills" behindhand, behind , in cash on Aug. 15 and Feb. 15, commencing on Feb. 15, 1999. Additionally, Bell Sports Inc. entered into a five year $60 million senior secured revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility, subject to borrowing base requirements. Mary J. George, the newly appointed chief executive officer of Bell Sports Corp., commented, "We are very excited about working with our new investors, Charlesbank and Brentwood. Fiscal 1999 presents many opportunities for the company, including growth in international markets, which the company together with Charlesbank and Brentwood will fully pursue." George continued, "We remain focused on our core business and improving its operations." Certain matters within this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Bell Sports Corp. to be different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although Bell Sports Corp. believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be attained. These risks are detailed from time to time in the Bell Sports Corp.'s filings with the Securities and Exchange Commission. Bell Sports Corp. is the leading manufacturer and marketer of bicycle helmets worldwide and a leading supplier of a broad line of bicycle accessories in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . The company is also a leading supplier of auto racing helmets and a supplier of bicycle accessories worldwide. Recently, the company began marketing in-line skating, snowboarding, snow skiing and water sport helmets. The company markets its helmets under the widely recognized Bell, Bell Pro and Giro giro Noun pl -ros 1. (in some countries) a system of transferring money within a bank or post office, directly from one account into another 2. brand names, and its accessories under such leading brands as Bell, Blackburn, Rhode Gear, VistaLite, Copper Canyon The Copper Canyon (Spanish: Barranca del Cobre) is a canyon system in the Sierra Tarahumara in the southwestern part of the state of Chihuahua in Mexico. This canyon system is larger and deeper than the Grand Canyon in the neighboring United States, although the Grand Cycling and Spoke-Hedz. CONTACT: Bell Sports Corp. Sondra L. Lehman, 888/534-9500 |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion