Carr Gottstein Foods Announces Pricing of Note Financing and Extension of Tender Offer and Sets Closing.ANCHORAGE, Alaska--(BUSINESS WIRE)--Nov. 8, 1995--Carr Gottstein Foods Co., (NYSE NYSE See: New York Stock Exchange :CGF CGF Commonwealth Games Federation (UK) CGF Computer Graphics Forum CGF Computer Generated Forces CGF Chlorella Growth Factor CGF Charging Gateway Function CGF Crystal Growth Furnace CGF College Golf Foundation ), the largest food and drug retailer in Alaska, today announced that the Company has priced its $100,000,000 unsecured Senior Subordinated Notes ("Notes") offering at a coupon rate Coupon rate In bonds, notes, or other fixed income securities, the stated percentage rate of interest, usually paid twice a year. of 12%. The proceeds will be used to finance the Company's tender offer for up to 7,500,000 shares of its common stock at a net price per share of $11.00 ("Tender Offer"), which was announced on October 12, 1995. The Company expects to close the Note financing Wednesday, November 15, 1995, and in order to facilitate the concurrent closing of the Note financing and the expiration of the Tender Offer, the Company is extending the Tender Offer so that the Tender Offer, Proration Proration A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered. Period and Withdrawal Rights will expire at 1:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Wednesday, November 15, 1995, unless the Tender Offer is further extended. - - In addition to financing the Tender Offer, the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the sale of the Notes will be used to repay a portion of debt outstanding under the Company's existing bank credit facility and to pay fees and expenses associated with the offering of the Notes, the Tender Offer and the amendment and restatement Restatement A revision in a company's earlier financial statements. Notes: The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error. of the Company's existing bank credit facility. The material terms of the Notes are as follows. The Notes will mature on November 15, 2005 and have interest payment dates semiannually sem·i·an·nu·al adj. Occurring or issued twice a year. sem  i·an and may be redeemed at the option of the Company, in whole or in part, on or after the fifth anniversary of the issuance date of the Notes at the following redemption prices Redemption priceSee: Call price redemption price 1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share. 2. (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to the date of redemption: Year 2000 - 106.0%; Year 2001 - 104.5%; Year 2002 - 103.0%; Year 2003 - 101.5%, and thereafter 100.0%. However, at any time prior to November 15, 1998, the Company may redeem up to 33 1/3% of the original aggregate principal amount of the Notes with the net proceeds of one or more equity offerings at a price of 112% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption; provided, however, that at least 66 2/3% in aggregate principal amount of the Notes must remain outstanding following such redemption. The Notes will be guaranteed on an unsecured senior subordinated basis by certain of the Company's existing subsidiaries and all the Company's future subsidiaries (collectively, the "Guarantors"). The Notes will be general unsecured obligations of the Company, subordinated in right to payment of all existing and future Senior Debt (as defined in the Indenture pursuant to which the Notes will be issued ("Indenture")) of the Company, including borrowings under the Company's amended and restated credit facility. The Guarantees will be subordinated in right of payment to all existing and future Senior Debt of the Guarantors. Upon a Change of Control (as defined in the Indenture) the Company will be required to offer to repurchase all outstanding Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. The Indenture will contain certain covenants with respect to the Company and its subsidiaries that limit the ability of the Company and its subsidiaries to, among other things, (i) incur additional Indebtedness (as defined in the Indenture) and issue preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , (ii) pay dividends or make other distributions, (iii) layer Indebtedness, (iv) create certain liens, (v) sell assets of the Company or its subsidiaries, (vi) enter into certain transactions with affiliates, (vii) enter into certain mergers or consolidations, (viii) engage in certain lines of business or (ix) sell or issue capital stock of the Company's subsidiaries. The Notes will be sold pursuant to a Purchase Agreement between the Company and Donaldson, Lufkin & Jenrette Securities Corporation, BT Securities Corporation and Goldman, Sachs & Co., as initial purchasers. The Notes will not be registered under the Securities Act and will be subject to restrictions on transfer. The Company intends to repay the Notes in accordance with their terms from general corporate funds and has no other plans or arrangements to finance or repay the borrowings under the Notes. As of the close of business on Wednesday, November 8, 1995, there were 5,601,798 shares of common stock of the Company tendered and not withdrawn pursuant to the Tender Offer, which number of tendered shares did not include the 5,726,414 shares which Green Equity Investors, L.P. has advised the Company it will tender prior to the expiration of the Tender Offer. - - Carr Gottstein Foods Co. operates 39 stores in Anchorage, Fairbanks, Juneau, Ketchikan, the Kenai Peninsula Kenai Peninsula (kē`nī), S Alaska, jutting c.150 mi (240 km) into the Gulf of Alaska, between Prince William Sound and Cook Inlet. The Kenai Mts., c.7,000 ft (2,130 m) high, occupy most of the peninsula. and other Alaskan communities, as well as the state's only full-line food warehouse and distribution center, and in addition operates Alaska's largest freight company Freight companies are companies that specialise in the moving ("forwarding") of freight, or cargo, from one place to another. They are divided into several sections, international freight forwarders--which ship goods from country to coutry or domestic freight forwarders (who ship . Annual revenues in 1994 were $577.1 million. CONTACT: Carr Gottstein Foods Co. Don Anderson Senior Vice President and CFO See Chief Financial Officer. 907/564-2124 or Robinson Lerer Sawyer Miller Mary Ann Dunnell, 212/484-7797 |
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