Carson Commences Tender Offer for Bonds.Business Editors NEW YORK--(BUSINESS WIRE)--Aug. 22, 2000 Carson, Inc., a wholly-owned subsidiary of L'Oreal USA, Inc., today announced that it had commenced two concurrent cash tender offers for all of its outstanding 10-3/8 percent Senior Subordinated Notes due 2007. The two offers consist of a spread offer combined with a consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with , and a required change of control offer occasioned by L'Oreal's recent acquisition of Carson. The outstanding principal amount of Notes is $73,000,000. The consent solicitation expires on Wednesday, September 6 at 5:00 p.m. EST P.M. also p.m. or p.m. abbr. post meridiem Usage Note: By definition, 12 a.m. . The spread offer and the required change of control offer both expire Wednesday, September 20 at 12:00 a.m. Payments for validly tendered notes will be made three business days following the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the tender offers. A valid tender of the Notes in the spread offer will require the holders to consent to certain proposed amendments to the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing the Notes. Such amendments will substantially eliminate all the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. (other than payment covenants) contained in the indenture. Subject to applicable law, Carson may amend, extend or terminate the spread offer and consent solicitation at any time, and may extend the change of control offer subject to the terms of the indenture. The tender offers are made only upon, and are subject to, the terms and conditions contained in Carson's Offer to Purchase and Consent Solicitation Statement dated August 23, 2000, and in the accompanying materials. Under the terms of the spread offer, Carson will purchase its outstanding 10-3/8 percent Senior Subordinated Notes at a price to be determined on the Consent Date by reference to a fixed spread of 50 basis points over the yield to maturity of the U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. 5.75 percent Bond due October 31, 2002, plus accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. and unpaid interest to but excluding the payment date. Included in the total consideration for the Notes is a consent payment equal to $20 per $1,000 principal amount of Notes. The consent payment will be made only to holders who tender their Notes on or prior to the Consent Date; Holders tendering their Notes in the spread offer after the Consent Date will receive the total consideration less the consent payment. Holders tendering their Notes in the change of control offer will receive 101percent of the principal amount of the Notes, together with accrued and unpaid interest to but excluding the date of payment. The total consideration payable in the spread offer is greater than the total consideration payable in the required change of control offer. Questions or requests for assistance concerning the Offers should be directed to Lazard Freres & Co. LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , which will act as the Dealer Manager for the tender offers, at (212) 632-6717 (Collect). Requests for additional copies of any documents may be directed to the information agent, Innisfree M&A Incorporated, at (888) 750-5834. The paying agent Paying Agent An agent who accepts payments from the issuer of a security and then distributes the payments to the holders of the security. Also known as a "disbursing agent. is ChaseMellon Shareholder Services. DISCLAIMER - Neither Carson, L'Oreal USA, Inc., the Dealer Manager, the Information Agent nor the Paying Agent make any recommendation in connection with the Offers to Purchase or the Consent Solicitation. |
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